Workday, Inc. — Director's Dealing 2016

Sep 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2016-09-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-06	Class A Common Stock	C	187500	$0.00	Acquired	333474	Direct
2016-09-06	Class A Common Stock	S	187500	$90.0173	Disposed	145974	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-06	Class B Common Stock	$	C	187500	Disposed		Class A Common Stock (187500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	703500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Rights	$		Class A Common Stock (2817)	2817	Direct

Footnotes

F1: Includes 113,727 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 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 quarterly installments beginning 7/15/2016, iii) 46,492 RSUs with a grant date of 4/15/15 which vested or will vest quarterly over four years with a one year cliff which began on 4/15/2016, and iv) 11,268 RSUs with a grant date of 4/15/2016 which vested or will vest quarterly over four years with a one year cliff which will begin 4/15/2017. 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 113,727 RSUs described in Footnote 1.

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the David A. Duffield Trust on January 11, 2016.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.0000 to $90.9999, 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: 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.

F6: 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.

F7: The 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.

F8: Represents performance RSUs ("PRSUs") that entitle the Reporting Person to receive one share of Class A common stock in the event that certain performance objectives are achieved, in which case 25% of the PRSUs will vest on 4/15/2017 and the remainder of such PRSUs will vest quarterly over the following three years.

F9: The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.