Workday, Inc. — Director's Dealing 2016

Dec 19, 2016

SEC Form 4/A — Form 4/A

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2016-12-13

Reporting Person: DUFFIELD DAVID A (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-13	Class A Common Stock	G	150000	$0.00	Disposed	139182	Direct
2016-12-15	Class A Common Stock	S	955	$69.6022	Disposed	112056	Indirect

Footnotes

F1: Includes 97,556 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting, from original grants consisting of i) 59,628 RSUs with a grant date of 8/30/2013 which vested or will vest in eight (8)quarterly installments beginning 11/15/2015, ii) 46,492 RSUs with a grant date of 4/15/2014 which vested or will vest in eight (8) quarterly installments beginning 7/15/2016, iii) 46,492 RSUs with a grant date of 4/15/2015 and 11,268 RSUs with a grant date of 4/15/2016 each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant then quarterly thereafter. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting date.

F2: Reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary, other than 97,556 RSUs described in Footnote 1.

F3: This form 4 is being amended to correct a typographical error which resulted in footnote 3 of the original Form 4 failing to exclude from the shares held by the David A Duffield Trust dated July 14, 1988 the 97,556 RSUs reported in Footnote 1.

F4: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by The Dave & Cheryl Duffield Foundation on January 11, 2016.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.5700 to $70.5699, 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.

F6: This form 4 is being amended to correct a typographical error which resulted in incorrectly reporting the amount of securities beneficially owned following the reported transaction. The original Form 4 reported 12,056 shares.