Workday, Inc. — Director's Dealing 2013

Jun 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2013-06-03

Reporting Person: Shaughnessy James P (VP, General Counsel & Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-03	Class A Common Stock	M	2000	$3.70	Acquired	2000	Direct
2013-06-03	Class A Common Stock	S	2000	$63.55	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-03	Stock Option (right to buy)	$3.70	M	2000	Disposed	2021-08-30	Class A Common Stock (2000)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 15, 2013.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.46 to $64.055, 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 ranges set forth in this footnote of this Form 4.

F3: The stock option grant is under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares vested on August 15, 2012 when Mr. Shaughnessy completed 12 months of continuous service, and 5% of the total number of shares vests as Mr. Shaughnessy completes each 3-month period of continuous service thereafter. This option grant will be exercisable in full or in part at any time, but the unvested portion is subject to the Issuer's right to repurchase the shares at the original exercise price in the event of termination of Mr. Shaughnessy's service for any reason.