Workday, Inc. — Director's Dealing 2016

Sep 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2016-09-26

Reporting Person: Stankey Michael A. (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-26	Class A Common Stock	M	56200	$2.30	Acquired	303261	Direct
2016-09-26	Class A Common Stock	S	56100	$88.1975	Disposed	247161	Direct
2016-09-26	Class A Common Stock	S	100	$88.87	Disposed	247061	Direct
2016-09-27	Class A Common Stock	M	56200	$2.30	Acquired	303261	Direct
2016-09-27	Class A Common Stock	S	5700	$88.8182	Disposed	297561	Direct
2016-09-27	Class A Common Stock	S	50500	$89.457	Disposed	247061	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-26	Stock Option (right to buy)	$2.30	M	56200	Disposed	2021-02-17	Class A Common Stock (56200)	Direct
2016-09-27	Stock Option (right to buy)	$2.30	M	56200	Disposed	2021-02-17	Class A Common Stock (56200)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$7.05	2022-05-03	Class A Common Stock (150000)	150000	Direct

Footnotes

F1: Includes 197,463 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, from original grants consisting of i) 104,349 RSUs with a grant date of 08/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 92,984 RSUs with a grant date of 04/15/2014 which vested or will vest in eight (8) quarterly installments beginning 07/15/2016, and iii) 92,984 RSUs with a grant date of 04/15/2015 which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and quarterly thereafter. 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 January 8, 2016.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.8200 to $88.8199, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.0100 to $89.0099, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.0100 to $90.0099, 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 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 January 1, 2012 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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.

F7: Includes 30,000 shares subject to the stock option grant that were inadvertently omitted from the prior Form 4 filed on September 12, 2016.

F8: 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 January 1, 2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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.