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: PEEK MARK S (co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-15	Class A Common Stock	S	3264	$80.8257	Disposed	288608	Direct
2016-06-15	Class A Common Stock	S	13894	$80.6806	Disposed	274714	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-15	Class B Common Stock	$	J	469543	Disposed		Class A Common Stock (469543)	Direct
2016-06-15	Class B Common Stock	$	J	469543	Acquired		Class A Common Stock (469543)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Rights	$		Class A Common Stock (19366)	19366	Direct

Footnotes

F1: This sale reported in this Form 4 represents 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.

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 $80.8200 to $81.8199, 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.

F3: Includes 269,501 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, which will take place within 30 days of vesting, of which i) 81,989 of the RSUs vested or will vest in eight quarterly installments beginning 11/15/2015, ii) 69,738 of the RSUs will vest in eight quarterly installments beginning 07/15/2016, iii) 69,738 RSUs vested or will vest quarterly over four years with a one year cliff beginning 4/15/2015, iv) 25,000 RSUs will vest quarterly over four years with a one year cliff beginning 6/15/2015, and v) 77,465 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 the Issuer on the applicable vesting date.

F4: Includes 198 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on June 15, 2016.

F5: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 15, 2015.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.3900 to $81.3899, 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.

F7: Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date.

F8: All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A and Class B Common Stock, (c) October 11, 2032 or (d) nine (9) months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A and Class B Common Stock have no expiration date.

F9: Held by the OMEGA Living Trust, UTA 8/6/15, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.

F10: 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.

F11: The PRSUs will expire prior to vesting if the performance goals set as of 1/31/2017 are not met.