Workday, Inc. — Director's Dealing 2017

Jun 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2017-06-21

Reporting Person: Stankey Michael A. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-21	Class A Common Stock	M	12500	$2.30	Acquired	216198	Direct
2017-06-21	Class A Common Stock	S	1600	$100.81	Disposed	214598	Direct
2017-06-21	Class A Common Stock	S	9399	$101.5875	Disposed	205199	Direct
2017-06-21	Class A Common Stock	S	1501	$102.1621	Disposed	203698	Direct
2017-06-22	Class A Common Stock	M	12487	$2.30	Acquired	216185	Direct
2017-06-22	Class A Common Stock	M	13	$7.05	Acquired	216198	Direct
2017-06-22	Class A Common Stock	S	4000	$102.0055	Disposed	212198	Direct
2017-06-22	Class A Common Stock	S	7600	$102.9526	Disposed	204598	Direct
2017-06-22	Class A Common Stock	S	900	$103.3161	Disposed	203698	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-21	Stock Option (right to buy)	$2.30	M	12500	Disposed	2021-02-17	Class A Common Stock (12500)	Direct
2017-06-22	Stock Option (right to buy)	$2.30	M	12487	Disposed	2021-02-17	Class A Common Stock (12487)	Direct
2017-06-22	Stock Option (right to buy)	$7.05	M	13	Disposed	2022-05-03	Class A Common Stock (13)	Direct

Footnotes

F1: Includes 106,028 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, from original grants consisting of i) 104,349 RSUs with a grant date of 08/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 92,984 RSUs with a grant date of 04/15/2014 which vested or will vest in eight (8) quarterly installments beginning 07/15/2016, and iii) 92,984 RSUs with a grant date of 04/15/2015 which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and quarterly thereafter. All grants are subject to the Reporting Person's continued service with Workday on the applicable vesting dates.

F2: Includes 351 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on June 15, 2017.

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 $100.0700 to $101.0699, 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 $101.0700 to $102.0699, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.0700 to $103.0699, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.2900 to $102.2899, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.2900 to $103.2899, 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.2900 to $104.2899, 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: This stock option grant became fully vested as of January 1, 2016 and is exercisable in full or in part at any time.

F11: This stock option grant is under the Issuer's 2005 Stock Option Plan and vests as follows: 20% of the total number of shares vested on January 1, 2014 when the Reporting Person completed 12 months of continuous service, and 5% of the total number of shares vests as the Reporting Person completes each 3-month period of continuous service thereafter. This option grant will be 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 termination of the Reporting Person's service for any reason.