Workday, Inc. — Director's Dealing 2016

Aug 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2016-08-26

Reporting Person: Sisco Robynne (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-26	Class A Common Stock	S	5489	$83.29	Disposed	87273	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (7500)	7500	Direct
Stock Option (right to buy)	$9.20	2022-08-27	Class A Common Stock (78750)	78750	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 July 12, 2016.

F2: Includes 87,026 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 22,361 RSUs have vested or will vest quarterly starting 11/15/2015, ii) 12.5% of 17,435 RSUs vested or will vest quarterly starting 7/15/2016, iii) 50% of 17,569 RSUs will vest on 4/15/2017 and then 12.5% per quarter thereafter, and iv) 43,020 RSUs with a grant date of 4/15/2016 will vest quarterly over four years with a one year cliff. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting dates.

F3: 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.

F4: 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.

F5: 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 8/27/2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares have vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be exercised 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.