Workday, Inc. — Director's Dealing 2014

Apr 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2014-04-14

Reporting Person: Bozzini James (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-14	Class A Common Stock	M	5937	$0.25	Acquired	65754	Direct
2014-04-14	Class A Common Stock	S	1037	$72.0238	Disposed	64717	Direct
2014-04-14	Class A Common Stock	S	1300	$73.1438	Disposed	63417	Direct
2014-04-14	Class A Common Stock	S	1200	$74.1983	Disposed	62217	Direct
2014-04-14	Class A Common Stock	S	2400	$75.0186	Disposed	59817	Direct
2014-04-15	Class A Common Stock	A	46492	$0.00	Acquired	106309	Direct
2014-04-15	Class A Common Stock	M	5952	$0.25	Acquired	112261	Direct
2014-04-15	Class A Common Stock	S	2790	$73.1654	Disposed	109471	Direct
2014-04-15	Class A Common Stock	S	600	$74.1017	Disposed	108871	Direct
2014-04-15	Class A Common Stock	S	500	$74.968	Disposed	108371	Direct
2014-04-15	Class A Common Stock	S	100	$76.36	Disposed	108271	Direct
2014-04-15	Class A Common Stock	S	500	$77.66	Disposed	107771	Direct
2014-04-15	Class A Common Stock	S	1462	$78.2395	Disposed	106309	Direct
2014-04-14	Class A Common Stock	S	385	$71.9624	Disposed	49690	Indirect
2014-04-14	Class A Common Stock	S	715	$73.0785	Disposed	48975	Indirect
2014-04-14	Class A Common Stock	S	400	$74.0582	Disposed	48575	Indirect
2014-04-14	Class A Common Stock	S	1000	$75.0503	Disposed	47575	Indirect
2014-04-15	Class A Common Stock	S	1400	$73.2398	Disposed	46175	Indirect
2014-04-15	Class A Common Stock	S	100	$73.9766	Disposed	46075	Indirect
2014-04-15	Class A Common Stock	S	100	$75.05	Disposed	45975	Indirect
2014-04-15	Class A Common Stock	S	400	$77.7875	Disposed	45575	Indirect
2014-04-15	Class A Common Stock	S	505	$78.1683	Disposed	45070	Indirect
2014-04-14	Class A Common Stock	S	113	$72.16	Disposed	33430	Indirect
2014-04-14	Class A Common Stock	S	256	$74.3266	Disposed	33174	Indirect
2014-04-14	Class A Common Stock	S	100	$75.29	Disposed	33074	Indirect
2014-04-15	Class A Common Stock	S	200	$74.17	Disposed	32874	Indirect
2014-04-15	Class A Common Stock	S	146	$76.3668	Disposed	32728	Indirect
2014-04-15	Class A Common Stock	S	113	$78.01	Disposed	32615	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-14	Stock Option (right to buy)	$0.25	M	5937	Disposed	2017-05-09	Class A Common Stock (5937)	Direct
2014-04-15	Stock Option (right to buy)	$0.25	M	5952	Disposed	2017-05-09	Class A Common Stock (5952)	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 $71.5100 to $72.5099, 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 $72.5100 to $73.5099, 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 $73.5100 to $74.5099, 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 $74.5100 to $75.5099, 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: Grant of 46,492 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 July 15, 2016, subject to the Reporting Person's continued employment with the Issuer on the applicable vesting date.

F8: 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 the Issuer on the applicable vesting date.
Also includes 46,492 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 July 15, 2016, subject to the Reporting Person's continued employment with the Issuer on the applicable vesting date.

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 $72.8600 to $73.8599, 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 $73.8600 to $74.8599, 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 $74.8600 to $75.8599, 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 $76.8600 to $77.8599, 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 $77.8600 to $78.8599, 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 $71.5200 to $72.5199, 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 $72.5200 to $73.5199, 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 $73.5200 to $74.5199, 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 $74.5200 to $75.5199, 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 $72.8500 to $73.8499, 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 $73.8500 to $74.8499, 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 $76.8500 to $77.8499, 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 $77.8500 to $78.8499, 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 $74.1600 to $75.1599, 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 $73.6900 to $74.6899, 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 $75.6900 to $76.6899, 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.

F25: 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.

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.