Workday, Inc. — Director's Dealing 2015

Jun 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2015-06-18

Reporting Person: Bozzini James (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-18	Class A Common Stock	M	6250	$1.00	Acquired	159587	Direct
2015-06-18	Class A Common Stock	S	5300	$79.8802	Disposed	154287	Direct
2015-06-18	Class A Common Stock	S	950	$80.3668	Disposed	153337	Direct
2015-06-19	Class A Common Stock	M	6250	$1.00	Acquired	159587	Direct
2015-06-19	Class A Common Stock	S	6250	$79.8249	Disposed	153337	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-18	Stock Option (right to buy)	$1.00	M	6250	Disposed	2020-07-28	Class A Common Stock (6250)	Direct
2015-06-19	Stock Option (right to buy)	$1.00	M	6250	Disposed	2020-07-28	Class A Common Stock (6250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	83595	Indirect
Class A Common Stock	11077	Indirect
Class A Common Stock	11077	Indirect
Class A Common Stock	11077	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$0.50	2019-03-15	Class A Common Stock (40000)	40000	Direct
Stock Option (right to buy)	$0.65	2019-12-17	Class A Common Stock (200)	200	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 152,612 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, of which i) 59,628 RSUs will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 46,492 RSUs will vest in eight (8) quarterly installments beginning 07/15/2016, and iii) 46,492 RSUs will vest as follows: 25% of the total number of units will vest on 04/15/2016 and 6.25% of the total number of units will vest as the Reporting Person completes each 3-month period of continuous service thereafter, in each case subject to the Reporting Person's continued employment with the Issuer on the applicable vesting dates.

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, 2014.

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 $79.3000 to $80.2999, 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 $80.3000 to $81.2999, 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 $79.6200 to $80.6199, 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 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.

F7: This stock option grant became fully vested on January 1, 2014.

F8: The stock option grant became fully vested on December 18, 2009.

F9: 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.

F10: 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.