Workday, Inc. — Director's Dealing 2013

Dec 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2013-12-02

Reporting Person: Stankey Michael A. (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-02	Class A Common Stock	M	4461	$0.65	Acquired	110806	Direct
2013-12-02	Class A Common Stock	S	2961	$80.1024	Disposed	107845	Direct
2013-12-02	Class A Common Stock	S	1000	$81.1303	Disposed	106845	Direct
2013-12-02	Class A Common Stock	S	500	$81.826	Disposed	106345	Direct
2013-12-03	Class A Common Stock	M	4461	$0.65	Acquired	110806	Direct
2013-12-03	Class A Common Stock	S	2961	$78.4513	Disposed	107845	Direct
2013-12-03	Class A Common Stock	S	1500	$79.2147	Disposed	106345	Direct
2013-12-02	Class A Common Stock	C	2211	$0.00	Acquired	2211	Indirect
2013-12-02	Class A Common Stock	S	1611	$80.1118	Disposed	600	Indirect
2013-12-02	Class A Common Stock	S	500	$81.222	Disposed	100	Indirect
2013-12-02	Class A Common Stock	S	100	$81.96	Disposed	0	Indirect
2013-12-03	Class A Common Stock	C	2211	$0.00	Acquired	2211	Indirect
2013-12-03	Class A Common Stock	S	1511	$78.4344	Disposed	700	Indirect
2013-12-03	Class A Common Stock	S	700	$79.2629	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-02	Stock Option (right to buy)	$0.65	M	4461	Disposed	2019-10-26	Class A Common Stock (4461)	Direct
2013-12-03	Stock Option (right to buy)	$0.65	M	4461	Disposed	2019-10-26	Class A Common Stock (4461)	Direct
2013-12-02	Class B Common Stock	$	C	2211	Disposed		Class A Common Stock (2211)	Indirect
2013-12-03	Class B Common Stock	$	C	2211	Disposed		Class A Common Stock (2211)	Indirect

Footnotes

F1: Includes 104,349 restricted stock units that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, which will take place within 30 days of vesting. The restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, subject to the Reporting Person's continued employment with Workday on the applicable vesting date.

F2: Includes 390 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on November 29, 2013.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2013.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.6300 to $80.6299, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.6300 to $81.6299, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.6300 to $82.6299, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.9100 to $78.9099, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.9100 to $79.9099, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.7500 to $80.7499, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.7500 to $81.7499, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.7500 to $82.7499, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.9900 to $78.9899, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.9900 to $79.9899, inclusive. The Reporting Person undertakes to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F14: Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date.

F15: All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A and Class B Common Stock, (c) October 11, 2032 or (d) nine (9) months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A and Class B Common Stock have no expiration date.