Workday, Inc. — Director's Dealing 2014

Apr 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2014-04-07

Reporting Person: Bozzini James (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-07	Class A Common Stock	M	3763	$0.25	Acquired	63580	Direct
2014-04-07	Class A Common Stock	M	2174	$0.25	Acquired	65754	Direct
2014-04-07	Class A Common Stock	S	900	$75.9334	Disposed	64854	Direct
2014-04-07	Class A Common Stock	S	1300	$77.08	Disposed	63554	Direct
2014-04-07	Class A Common Stock	S	1737	$78.1558	Disposed	61817	Direct
2014-04-07	Class A Common Stock	S	1000	$79.107	Disposed	60817	Direct
2014-04-07	Class A Common Stock	S	100	$80.03	Disposed	60717	Direct
2014-04-07	Class A Common Stock	S	600	$90.9317	Disposed	60117	Direct
2014-04-07	Class A Common Stock	S	300	$81.6367	Disposed	59817	Direct
2014-04-08	Class A Common Stock	M	5937	$0.25	Acquired	65754	Direct
2014-04-08	Class A Common Stock	S	500	$77.828	Disposed	65254	Direct
2014-04-08	Class A Common Stock	S	500	$79.192	Disposed	64754	Direct
2014-04-08	Class A Common Stock	S	1500	$80.0987	Disposed	63254	Direct
2014-04-08	Class A Common Stock	S	3137	$81.1664	Disposed	60117	Direct
2014-04-08	Class A Common Stock	S	300	$81.8567	Disposed	59817	Direct
2014-04-07	Class A Common Stock	S	300	$75.86	Disposed	54475	Indirect
2014-04-07	Class A Common Stock	S	600	$77.0517	Disposed	53875	Indirect
2014-04-07	Class A Common Stock	S	900	$78.1552	Disposed	52975	Indirect
2014-04-07	Class A Common Stock	S	300	$79.19	Disposed	52675	Indirect
2014-04-07	Class A Common Stock	S	100	$79.84	Disposed	52575	Indirect
2014-04-08	Class A Common Stock	S	200	$77.74	Disposed	52375	Indirect
2014-04-08	Class A Common Stock	S	200	$79.31	Disposed	52175	Indirect
2014-04-08	Class A Common Stock	S	600	$80.2525	Disposed	51575	Indirect
2014-04-08	Class A Common Stock	S	1500	$81.2133	Disposed	50075	Indirect
2014-04-07	Class A Common Stock	S	256	$76.7097	Disposed	34225	Indirect
2014-04-07	Class A Common Stock	S	113	$78.163	Disposed	34112	Indirect
2014-04-07	Class A Common Stock	S	100	$79.11	Disposed	34012	Indirect
2014-04-08	Class A Common Stock	S	100	$79.47	Disposed	33912	Indirect
2014-04-08	Class A Common Stock	S	369	$81.4108	Disposed	33543	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-07	Stock Option (right to buy)	$0.25	M	3763	Disposed	2017-01-18	Class A Common Stock (3763)	Direct
2014-04-07	Stock Option (right to buy)	$0.25	M	2174	Disposed	2017-05-09	Class A Common Stock (2174)	Direct
2014-04-08	Stock Option (right to buy)	$0.25	M	5937	Disposed	2017-05-09	Class A Common Stock (5937)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$0.50	2019-03-15	Class A Common Stock (80000)	80000	Direct
Stock Option (right to buy)	$0.65	2019-10-26	Class A Common Stock (160000)	160000	Direct
Stock Option (right to buy)	$0.65	2019-12-17	Class A Common Stock (200)	200	Direct
Stock Option (right to buy)	$1.00	2020-07-28	Class A Common Stock (52500)	52500	Direct
Stock Option (right to buy)	$2.30	2021-02-18	Class A Common Stock (200000)	200000	Direct
Stock Option (right to buy)	$7.05	2022-05-04	Class A Common Stock (50000)	50000	Direct

Footnotes

F1: Includes 59,628 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: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2013.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $75.5500 to $76.5499, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $76.5500 to $77.5499, 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 within the range of $77.5500 to $78.5499, 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 within the range of $78.5500 to $79.5499, 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 within the range of $80.5500 to $81.5499, 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 within the range of $81.5500 to $82.5499, 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 within the range of $77.6200 to $78.6199, 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 within the range of $78.6200 to $79.6199, 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 within the range of $79.6200 to $80.6199, 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 within the range of $80.6200 to $81.6199, 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 within the range of $81.6200 to $82.6199, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $75.6000 to $76.5999, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $76.6000 to $77.5999, 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $77.6000 to $78.5999, 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $78.6000 to $79.5999, 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.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $78.7400 to $79.7399, 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.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $79.7400 to $80.7399, 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.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $80.7400 to $81.7399, 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.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $76.6900 to $77.6899, 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.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $77.6900 to $78.6899, 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.

F23: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $78.6900 to $79.6899, 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.

F24: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $80.4700 to $81.4699, 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.

F25: This stock option grant became fully vested on January 8, 2012.

F26: This stock option grant became fully vested on April 1, 2012.

F27: This stock option grant became fully vested on January 1, 2014.

F28: The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on October 1, 2010 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is 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 the Reporting Person's termination for any reason.

F29: The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on December 18, 2009.

F30: The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is 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 the Reporting Person's termination for any reason.

F31: The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is 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 the Reporting Person's termination for any reason.

F32: The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on January 1, 2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant is 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 the Reporting Person's termination for any reason.