Workday, Inc. — Director's Dealing 2016

Dec 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2016-12-15

Reporting Person: BATTLE A GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-15	Class A Common Stock	C	21766	$0.00	Acquired	57871	Direct
2016-12-15	Class A Common Stock	G	25000	$0.00	Disposed	32871	Direct
2016-12-15	Class A Common Stock	G	25000	$0.00	Acquired	69500	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-15	Class B Common Stock	$	C	21766	Disposed		Class A Common Stock (21766)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	11824	Indirect

Footnotes

F1: Includes 5,162 Restricted Stock Units ("RSUs") granted under the Issuer's 2012 Equity Incentive Plan, which vest one-hundred percent (100%) on May 15, 2017.

F2: The Reporting Person is the trustee of the Battle Family Foundation.

F3: The Reporting Person is the trustee of the A. George Battle 2011 Separate Property Trust.

F4: 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.

F5: 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.