Workday, Inc. — Director's Dealing 2017

Dec 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2017-12-27

Reporting Person: Bozzini James (COO & Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-27	Class A Common Stock	M	5000	$2.30	Acquired	200637	Direct
2017-12-27	Class A Common Stock	S	4200	$102.7194	Disposed	196437	Direct
2017-12-27	Class A Common Stock	S	800	$103.4604	Disposed	195637	Direct
2017-12-27	Class A Common Stock	G	9720	$0.00	Disposed	99235	Indirect
2017-12-28	Class A Common Stock	M	5000	$2.30	Acquired	200637	Direct
2017-12-28	Class A Common Stock	S	4900	$102.0687	Disposed	195737	Direct
2017-12-28	Class A Common Stock	S	100	$102.81	Disposed	195637	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-27	Stock Option (right to buy)	$2.30	M	5000	Disposed	2021-02-18	Class A Common Stock (5000)	Direct
2017-12-28	Stock Option (right to buy)	$2.30	M	5000	Disposed	2021-02-18	Class A Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
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)	$7.05	2022-05-04	Class A Common Stock (43750)	43750	Direct

Footnotes

F1: Includes 124,418 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 46,492 RSUs with a grant date of 04/15/2014 which vested or will vest in eight (8) quarterly installments beginning 07/15/2016, and ii) 46,492 RSUs with a grant date of 4/15/2015, 46,492 RSUs with a grant date of 4/15/2016 and 66,302 RSUs with a grant date of 4/14/2017, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted 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 within the range of $102.1700 to $103.1699, 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 within the range of $103.1700 to $104.1699, 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 within the range of $101.7400 to $102.7399, 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 became fully vested on January 1, 2017.

F7: 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.