Workday, Inc. — Director's Dealing 2016

Mar 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2016-03-15

Reporting Person: WILMINGTON PHILIP W (co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-15	Class A Common Stock	S	14178	$69.8243	Disposed	237481	Direct
2016-03-15	Class A Common Stock	S	100	$70.55	Disposed	237381	Direct
2016-03-16	Class A Common Stock	S	3152	$69.7967	Disposed	234229	Direct
2016-03-16	Class A Common Stock	S	8994	$70.7038	Disposed	225235	Direct
2016-03-16	Class A Common Stock	S	7751	$71.4351	Disposed	217484	Direct
2016-03-16	Class A Common Stock	S	100	$72.23	Disposed	217384	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 March 2, 2016.

F2: 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.4700 to $70.4699, 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: Includes 215,825 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 on March 15, 2016 and 6.25% of the total number of units will vest quarterly, and ii) 25% of 113,000 RSUs will vest on June 15, 2016 and 6.25% of the total number of those units will vest quarterly. All grants are subject to the Reporting Person's continued employment with Workday on the applicable vesting date.

F5: The total number of shares reported has been increased by 1,559 shares due to prior inadvertent under-reporting of the total number of shares beneficially owned by the Reporting Person.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.1400 to $70.1399, 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

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.1500 to $71.1499, 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

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.1668 to $72.1667, 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