Workday, Inc. — Director's Dealing 2015

Mar 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2015-02-27

Reporting Person: BATTLE A GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-27	Class A Common Stock	C	25000	$0.00	Acquired	38356	Direct
2015-02-27	Class A Common Stock	G	25000	$0.00	Disposed	13356	Direct
2015-02-27	Class A Common Stock	G	25000	$0.00	Acquired	60000	Indirect
2015-02-27	Class A Common Stock	S	7468	$85.6246	Disposed	22532	Indirect
2015-02-27	Class A Common Stock	S	5110	$86.8674	Disposed	17422	Indirect
2015-02-27	Class A Common Stock	S	1874	$87.6866	Disposed	15548	Indirect
2015-02-27	Class A Common Stock	S	548	$88.6699	Disposed	15000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-27	Class B Common Stock	$	C	25000	Disposed		Class A Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	30000	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: The Reporting Person no longer has a reportable beneficial interest in 9,000 shares of Class A Common Stock of the Issuer owned by a family member and included in the Reporting Person's prior ownership reports.

F3: The Reporting Person is the trustee of the Battle Family Foundation.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 9, 2015.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.3400 to $86.3399, 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 ranging from $86.3861 to $87.3860, 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 ranging from $87.3900 to $88.3899, 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 ranging from $88.4300 to $89.4299, 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.

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.

F11: The Reporting Person no longer has a reportable beneficial interest in 22,624 shares of Class B Common Stock of the Issuer owned by a family member and included in the Reporting Person's prior ownership reports.