Workday, Inc. — Director's Dealing 2016

Apr 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2016-04-15

Reporting Person: Shaughnessy James P (SVP, General Counsel & Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-15	Class A Common Stock	A	13948	$0.00	Acquired	90106	Direct
2016-04-15	Class A Common Stock	S	4345	$76.033	Disposed	85761	Direct
2016-04-15	Class A Common Stock	S	300	$76.9533	Disposed	85461	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-15	Performance Rights	$0.00	A	2954	Acquired		Class A Common Stock (2954)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	37000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$3.70	2021-08-29	Class A Common Stock (25250)	25250	Direct
Stock Option (right to buy)	$4.25	2021-12-15	Class A Common Stock (10000)	10000	Direct
Stock Option (right to buy)	$9.20	2022-08-27	Class A Common Stock (20000)	20000	Direct

Footnotes

F1: Includes 71,179 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, which will take place within 30 days of vesting, of which (i) 29,814 RSUs vested or will vest in 8 quarterly installments beginning 11/15/2015; (ii) 27,895 RSUs vested or will vest as follows: 25% of the total number of units vested on 04/15/2015 and 6.25% of the total number of units vested or will vest as the Reporting Person completes each 3-month period of continuous service thereafter; (iii) 27,895 RSUs vested or will vest quarterly over four years with a one year cliff beginning 4/15/2015, and iv) 13,948 RSUs will vest quarterly over four years with a one year cliff beginning 4/15/2016. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting dates.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 4/15/2015 and represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $75.7900 to $76.7899, inclusive. The Reporting Person undertakes 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $76.8300 to $77.8299, inclusive. The Reporting Person undertakes 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: Shares held by the Shaughnessy Family Trust Agreement u/a/d 11/15/13 ("Shaughnessy Family Trust"). The Reporting Person is a trustee of the Shaughnessy Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by Shaughnessy Family Trust. The Reporting Person 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 purposes of Section 16 or for any other purposes.

F6: 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.

F7: The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.

F8: The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on 8/15/2012 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 termination of the Reporting Person's service for any reason.

F9: This stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on 8/15/2012 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 termination of the Reporting Person's service for any reason.

F10: The stock option grant was issued under the Issuer's 2005 Stock Option Plan and vested or will vest as follows: 20% of the total number of shares vested on 9/1/2013 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 termination of the Reporting Person's service for any reason.