Workday, Inc. — Director's Dealing 2015

Mar 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2015-03-10

Reporting Person: BHUSRI ANEEL (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-10	Class A Common Stock	S	12418	$81.3683	Disposed	238770	Direct
2015-03-10	Class A Common Stock	M	20915	$1.30	Acquired	259685	Direct
2015-03-10	Class A Common Stock	S	20915	$81.3683	Disposed	238770	Direct
2015-03-11	Class A Common Stock	M	33333	$1.30	Acquired	272103	Direct
2015-03-11	Class A Common Stock	S	9852	$81.6918	Disposed	262251	Direct
2015-03-11	Class A Common Stock	S	23481	$82.3618	Disposed	238770	Direct
2015-03-12	Class A Common Stock	M	33334	$1.30	Acquired	272104	Direct
2015-03-12	Class A Common Stock	S	32062	$82.7016	Disposed	240042	Direct
2015-03-12	Class A Common Stock	S	1272	$83.1754	Disposed	238770	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-10	Non-Plan Stock Option (Right to Buy)	$1.30	M	20915	Disposed	2020-11-03	Class B Common Stock (20915)	Direct
2015-03-11	Non-Plan Stock Option (Right to Buy)	$1.30	M	33333	Disposed	2020-11-03	Class B Common Stock (33333)	Direct
2015-03-12	Non-Plan Stock Option (Right to Buy)	$1.30	M	33334	Disposed	2020-11-03	Class B Common Stock (33334)	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 July 15, 2014.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $80.8600 to $81.8599, 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.

F3: Includes 238,770 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. 134,163 of the restricted stock units will vest in eight (8) quarterly installments beginning November 15, 2015, and 104,607 of the restricted stock units will vest in eight (8) quarterly installments beginning July 15, 2016, subject to the Reporting Person's continued employment with Workday on the applicable vesting date.

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 $80.9350 to $81.9349, 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 $81.9426 to $82.9425, 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 $82.1350 to $83.1349, 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 $83.1400 to $84.1399, 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 stock option grant was issued outside of the Issuer's 2005 Stock Plan, and vests as follows: 20% of the total number of shares vested on January 1, 2013, and 5% of the total number of shares vested or will vest when the Reporting Person completed or completes each 3-month period of continuous service thereafter. The stock 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 termination of the Reporting Person's service for any reason.

F9: 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.

F10: 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.