Workday, Inc. — Director's Dealing 2017

Jun 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2017-03-30

Reporting Person: BATTLE A GEORGE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-30	Class A Common Stock	G	23500	$0.00	Disposed	46000	Indirect
2017-06-05	Class A Common Stock	C	15000	$0.00	Acquired	44695	Direct
2017-06-05	Class A Common Stock	S	29071	$102.8491	Disposed	15624	Direct
2017-06-05	Class A Common Stock	S	929	$103.544	Disposed	14695	Direct
2017-06-05	Class A Common Stock	S	14800	$102.8633	Disposed	200	Indirect
2017-06-05	Class A Common Stock	S	200	$103.70	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-05	Class B Common Stock	$	C	15000	Disposed		Class A Common Stock (15000)	Direct

Footnotes

F1: The Reporting Person is the trustee of the Battle Family Foundation.

F2: On June 1, 2015, the sale of 3,176 direct shares by the Reporting Person was erroneously reported as a sale by the A. George Battle 2011 Separate Property Trust.

F3: This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.4600 to $103.4599, 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 $103.4600 to $104.4599, 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 sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the A. George Battle 2011 Separate Property Trust.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.4700 to $103.4699, 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.

F8: The Reporting Person is the trustee of the A. George Battle 2011 Separate Property Trust.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.5500 to $104.5499, 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.

F10: 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.

F11: 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.