Workday, Inc. — Director's Dealing 2017

Mar 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2017-03-14

Reporting Person: Bozzini James (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-14	Class A Common Stock	M	31250	$2.30	Acquired	190966	Direct
2017-03-14	Class A Common Stock	S	23500	$83.2226	Disposed	167466	Direct
2017-03-14	Class A Common Stock	S	7750	$83.8452	Disposed	159716	Direct
2017-03-15	Class A Common Stock	M	6250	$2.30	Acquired	165966	Direct
2017-03-15	Class A Common Stock	S	6250	$82.9202	Disposed	159716	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-14	Stock Option (right to buy)	$2.30	M	31250	Disposed	2021-02-18	Class A Common Stock (31250)	Direct
2017-03-15	Stock Option (right to buy)	$2.30	M	6250	Disposed	2021-02-18	Class A Common Stock (6250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	108955	Indirect
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 (50000)	50000	Direct
Performance Rights	$0.00		Class A Common Stock (9846)	9846	Direct

Footnotes

F1: Includes 116,609 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 59,628 RSUs with a grant date of 08/30/2013 which vested or will vest in eight (8) quarterly installments beginning 11/15/2015, ii) 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 iii) 46,492 RSUs with a grant date of 4/15/2015 and 46,492 RSUs with a grant date of 4/15/2016, 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 employment 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 adopted by the Reporting Person on April 11, 2016.

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 $82.6400 to $83.6399, 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 $83.6400 to $84.6399, 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

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 $82.9202 to $83.9201, 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.

F8: 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.

F9: The PRSUs will expire prior to vesting if the FY2017 performance goals are not met as of 1/31/2017.