Workday, Inc. — Director's Dealing 2014

Dec 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2014-12-10

Reporting Person: Bozzini James (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-10	Class A Common Stock	M	10500	$0.65	Acquired	117122	Direct
2014-12-10	Class A Common Stock	S	7600	$81.9415	Disposed	109522	Direct
2014-12-10	Class A Common Stock	S	2500	$82.6218	Disposed	107022	Direct
2014-12-10	Class A Common Stock	S	400	$83.725	Disposed	106622	Direct
2014-12-11	Class A Common Stock	M	10500	$0.65	Acquired	117122	Direct
2014-12-11	Class A Common Stock	S	4500	$83.6819	Disposed	112622	Direct
2014-12-11	Class A Common Stock	S	5600	$84.4607	Disposed	107022	Direct
2014-12-11	Class A Common Stock	S	400	$85.1025	Disposed	106622	Direct
2014-12-10	Class A Common Stock	S	2367	$82.0032	Disposed	14043	Indirect
2014-12-10	Class A Common Stock	S	300	$82.85	Disposed	13743	Indirect
2014-12-10	Class A Common Stock	S	2366	$81.9896	Disposed	14044	Indirect
2014-12-10	Class A Common Stock	S	300	$82.8367	Disposed	13744	Indirect
2014-12-10	Class A Common Stock	S	2367	$81.9683	Disposed	14044	Indirect
2014-12-10	Class A Common Stock	S	300	$82.84	Disposed	13744	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-10	Stock Option (right to buy)	$0.65	M	10500	Disposed	2019-10-26	Class A Common Stock (10500)	Direct
2014-12-11	Stock Option (right to buy)	$0.65	M	10500	Disposed	2019-10-26	Class A Common Stock (10500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	44770	Indirect

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	2019-12-17	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 106,120 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. 59,628 restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, and 46,492 restricted stock units will vest in eight (8) quarterly installments beginning July 15, 2016, subject to the Reporting Person's continued employment with the Issuer on the applicable vesting date.

F2: Includes 41 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on November 28, 2014.

F3: 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, 2014.

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 $81.3700 to $82.3699, 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 $82.3700 to $83.3699, 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 $83.3700 to $84.3699, 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 $83.0300 to $84.0299, 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 $84.0300 to $85.0299, 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 $85.0300 to $86.0299, 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 $81.4300 to $82.4299, 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 $82.4300 to $83.4299, 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 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.

F13: This stock option grant became fully vested on January 1, 2014.

F14: The stock option grant became fully vested on December 18, 2009.

F15: 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.

F16: 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.

F17: 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.