Workday, Inc. — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2016-12-07

Reporting Person: MCNAMARA MICHAEL M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-07	Class A Common Stock	S	6467	$72.7378	Disposed	128533	Indirect
2016-12-07	Class A Common Stock	S	200	$73.25	Disposed	128333	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	19755	Direct
Class A Common Stock	4000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$4.25	2021-12-15	Class A Common Stock (150000)	150000	Direct
Stock Option (Right to Buy)	$9.20	2022-08-27	Class A Common Stock (30000)	30000	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 14, 2016.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.2000 to $73.1999, inclusive. The Reporting Person undertakes to provide 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: Shares previously reported as held by the Reporting Person directly.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.2000 to $74.1999, inclusive. The Reporting Person undertakes to provide 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: Includes grant of 5,001 Restricted Stock Units (RSUs) granted under the Issuer's 2012 Equity Incentive Plan. The grant will entitle the Reporting Person to receive one share of Class A Common Stock for each vested RSU upon settlement, which will take place within 30 days of vesting. The RSUs will vest one-hundred percent (100%) on May 15, 2017.

F6: Mr. McNamara disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for the purposes of Section 16 or for any other purposes.

F7: The stock option grant was issued under the Issuer's 2005 Stock Plan and vested or will vest as follows: 20% of the total number of shares vested on December 16, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or will vest 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.

F8: The stock option grant was issued under the Issuer's 2005 Stock Plan and vested 100% on January 1, 2014. This option grant is exercisable in full or in part at any time.