Workday, Inc. — Director's Dealing 2015

Dec 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2015-12-22

Reporting Person: Stankey Michael A. (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-22	Class A Common Stock	M	47000	$0.65	Acquired	331884	Direct
2015-12-22	Class A Common Stock	S	44700	$79.1649	Disposed	287184	Direct
2015-12-22	Class A Common Stock	S	2300	$79.7187	Disposed	284884	Direct
2015-12-23	Class A Common Stock	M	47000	$0.65	Acquired	331884	Direct
2015-12-23	Class A Common Stock	S	45100	$79.6138	Disposed	286784	Direct
2015-12-23	Class A Common Stock	S	1900	$80.3055	Disposed	284884	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-22	Stock Option (right to buy)	$0.65	M	47000	Disposed	2019-10-29	Class A Common Stock (47000)	Direct
2015-12-23	Stock Option (right to buy)	$0.65	M	47000	Disposed	2019-10-29	Class A Common Stock (47000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$2.30	2021-02-17	Class A Common Stock (675000)	675000	Direct
Stock Option (right to buy)	$7.05	2022-05-03	Class A Common Stock (150000)	150000	Direct

Footnotes

F1: Includes 277,274 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) 12.5% of 104,349 RSUs vested or will vest in quarterly installments beginning November 15, 2015, ii) 92,984 of the RSUs will vest in eight (8) quarterly installments beginning July 15, 2016, iii) 92,984 of the RSUs will vest as follows: 25% of the total number of units will vest on April 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 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 9, 2015.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.6900 to $79.6899, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.6900 to $80.6899, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.0700 to $80.0699, 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 $80.0700 to $81.0699, 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: This stock option grant became fully vested as of 10/1/2014 and is exercisable in full or in part at any time.

F8: This stock option grant is under the Issuer's 2005 Stock Option 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 vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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: This stock option grant is under the Issuer's 2005 Stock Option 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 vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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.