Workday, Inc. — Director's Dealing 2016

Jun 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2016-06-15

Reporting Person: WILMINGTON PHILIP W (co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-15	Class A Common Stock	S	16830	$80.8734	Disposed	313230	Direct
2016-06-15	Class A Common Stock	S	11354	$78.6817	Disposed	301876	Direct
2016-06-15	Class A Common Stock	S	8634	$79.3726	Disposed	293242	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Right	$		Class A Common Stock (28169)	28169	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2016 and represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is 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 does not represent a discretionary trade by the Reporting Person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.5000 to $81.4999, 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.

F3: Includes 291,683 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) 25% of 137,100 RSUs vested or will vest quarterly over four years with a one year cliff beginning 3/15/2015, ii) 25% of 113,000 RSUs will vested or will vest quarterly over four years with a one year cliff beginning 6/15/2015, and iii) 112,676 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 date.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2016.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.1400 to $79.1399, 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

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.1700 to $80.1699, 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

F7: 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.

F8: The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.