Workday, Inc. — Director's Dealing 2016

Jul 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2016-07-15

Reporting Person: Bozzini James (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-15	Class A Common Stock	S	4603	$79.04	Disposed	178746	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	108595	Indirect
Class A Common Stock	11077	Indirect
Class A Common Stock	11077	Indirect
Class A Common Stock	11077	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$2.30	2021-02-18	Class A Common (119500)	119500	Direct
Performance Rights	$0.00		Class A Common Stock (9846)	9846	Direct
Stock Option (right to buy)	$0.50	2019-03-15	Class A Common Stock (15000)	15000	Direct
Stock Option (right to buy)	$0.65	2019-12-17	Class A Common Stock (200)	200	Direct
Stock Option (right to buy)	$7.05	2022-05-04	Class A Common Stock (50000)	50000	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 1/14/2016 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 plan 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.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $78.5900 to $79.5899, 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 156,405 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, of which i) 12.5% of 59,628 RSUs vested or will vest in quarterly installments beginning 11/15/2015, ii) 46,492 RSUs will vest or have vested in eight (8) quarterly installments beginning 07/15/2016, and iii) 46,492 RSUs with a grant date of 4/15/2015, and 46,492 of the RSUs with a grant date of 4/15/2016 will vest or have vested quarterly over four years with a one year cliff. All grants are subject to the Reporting Person's continued employment with the Issuer on the applicable vesting dates.

F4: The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2013 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests 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 the Reporting Person's termination for any reason.

F5: 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.

F6: The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.

F7: The stock option grant became fully vested on 1/1/2014.

F8: The stock option grant became fully vested on 12/18/2009.

F9: The stock option grant is under the Issuer's 2005 Stock Plan and vests as follows: 20% of the total number of shares vested on 1/1/2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vested or vests 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 the Reporting Person's termination for any reason.