Workday, Inc. (NYSE:WDAY) Files An 8-K Other Events
Item 8.01. Other Events.

On January2, 2018, Workday, Inc., a Delaware corporation (“Workday”) entered into those certain First Supplemental Indentures (each a “First Supplemental Indenture” and collectively,the “First Supplemental Indentures”) with Wells Fargo Bank, National Association, as trustee (“Wells Fargo”). to the First Supplemental Indentures, (1)Workday’s 0.75% Convertible Senior Notes due 2018 (the “2018 Notes”), issued to an Indenture, dated as of June17, 2013 (the “Original 2018 Indenture,” as supplemented by the First Supplemental Indenture, the “2018 Indenture”) between Workday and Wells Fargo, shall be convertible into cash and shares of ClassA Common Stock, if any, in accordance with the terms of the 2018 Indenture, (2)Workday’s 1.50% Convertible Senior Notes due 2020 (the “2020 Notes”), issued to an Indenture, dated as of June17, 2013 (the “Original 2020 Indenture,” as supplemented by the First Supplemental Indenture, the “2020 Indenture”) between Workday and Wells Fargo, shall be convertible into cash and shares of ClassA Common Stock, if any, in accordance with the terms of the 2020 Indenture, and (3)Workday’s 0.25% Convertible Senior Notes due 2022 (the “2022 Notes”), issued to an Indenture, dated as of September15, 2017 (the “Original 2022 Indenture,” as supplemented by the First Supplemental Indenture, the “2022 Indenture”) between Workday and Wells Fargo, shall be convertible into cash and shares of ClassA Common Stock, if any, in accordance with the terms of the 2020 Indenture. The Original 2018 Indenture, the Original 2020 Indenture and the Original 2022 Indenture are collectively referred to herein as the “Original Indentures”.

The First Supplemental Indentures were entered into to Section10.01(j) of each of the Original Indentures, whereby Workday may, without the consent of any note holder, from time to time and at any time enter into an indenture or indentures supplemental thereto to conform the provisions of the Original Indentures to the “Description of Notes” section of the Offering Memorandums under which the 2018 Notes, the 2020 Notes and the 2022 Notes were offered. The First Supplemental Indentures correct a reference from “calendar quarter” to “fiscal quarter” in connection with the procedures under which the 2018 Notes, the 2020 Notes or the 2022 Notes may be surrendered for conversion. This change does not have a material impact on conversion calculations.

The foregoing description of the 2018 Original Indenture, 2020 Original Indenture and 2022 Original Indenture and the First Supplemental Indentures is not complete and is qualified in its entirety by reference to the 2018 Original Indenture and 2020 Original Indenture, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Workday on June17, 2013, the 2022 Original Indenture, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Workday on September15, 2017, and the First Supplemental Indentures, attached as Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 to this Current Report on Form 8-K, each of which is incorporated by reference herein.

Workday, Inc. Exhibit
EX-4.2 2 d489025dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE     WORKDAY,…
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About Workday, Inc. (NYSE:WDAY)

Workday, Inc. is a provider of enterprise cloud applications for finance and human resources. The Company delivers financial management, human capital management and analytics applications designed for various companies, educational institutions and government agencies. It operates in the cloud applications segment. As part of its applications, the Company provides embedded analytics that capture the content and context of everyday business events, facilitating informed decision-making from wherever users are working. Its applications include Workday Financial Management, Workday Human Capital Management (HCM) and Workday Insight Applications. It also provides open, standards-based Web-services application programming interfaces, and pre-built packaged integrations and connectors. Workday Financial Management provides the finance functions of general ledger, global accounting, accounts payable, accounts receivable and cash management and asset management, among others.