Workday, Inc. — Director's Dealing 2015

Apr 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2015-04-02

Reporting Person: BATTLE A GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-02	Class A Common Stock	C	65000	$0.00	Acquired	78356	Direct
2015-04-02	Class A Common Stock	J	65000	$0.00	Disposed	13356	Direct
2015-04-02	Class A Common Stock	J	15000	$0.00	Acquired	28356	Direct
2015-04-02	Class A Common Stock	J	15000	$0.00	Disposed	15000	Indirect
2015-04-02	Class A Common Stock	J	15000	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-02	Class B Common Stock	$	C	65000	Disposed		Class A Common Stock (65000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15000	Indirect
Class A Common Stock	60000	Indirect

Footnotes

F1: Includes 5,720 RSUs granted under the Issuer's 2012 Equity Incentive Plan, which vests one-hundred percent (100%) on May 15, 2015.

F2: This transaction is in connection with a marital settlement agreement.

F3: The Reporting Person is a trustee of the Perkins-Battle 2011 Trust DTD 10/26/2011.

F4: The Reporting Person is the trustee of the A. George Battle 2011 Separate Property Trust.

F5: The Reporting Person is the trustee of the Battle Family Foundation.

F6: 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.

F7: 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.