Workday, Inc. — Director's Dealing 2017

Dec 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2017-12-07

Reporting Person: DUFFIELD DAVID A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-07	Class A Common Stock	C	482001	$0.00	Acquired	589804	Direct
2017-12-07	Class A Common Stock	S	61788	$103.0287	Disposed	537016	Direct
2017-12-07	Class A Common Stock	S	407485	$103.8537	Disposed	129531	Direct
2017-12-07	Class A Common Stock	S	12728	$104.5639	Disposed	116803	Direct
2017-12-08	Class A Common Stock	C	1535000	$0.00	Acquired	1651803	Direct
2017-12-08	Class A Common Stock	G	1200000	$0.00	Disposed	451803	Direct
2017-12-08	Class A Common Stock	G	335000	$0.00	Disposed	116803	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-07	Class B Common	$	C	482001	Disposed		Class A Common (482001)	Direct
2017-12-08	Class B Common	$	C	1535000	Disposed		Class A Common (1535000)	Direct

Footnotes

F1: Includes 39,096 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, from original grants consisting of i) 46,492 RSUs with a grant date of 4/15/2014 which vested or will vest in eight (8) quarterly installments beginning 7/15/2016, ii) 46,492 RSUs with a grant date of 4/15/2015 and 11,268 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 then quarterly thereafter, and iii) 2,995 RSUs with a grant date of 6/20/2017 which will vest one-hundred percent (100%) on May 15, 2018. All grants are subject to the Reporting Person's continued service with Workday on the applicable vesting date.

F2: The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary, other than the shares underlying the RSUs described in Footnote 1.

F3: This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.3700 to $103.3699, 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 $103.3700 to $104.3699, 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 $104.3800 to $105.3799, 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: On December 8, 2017, the reporting person contributed 1,200,000 shares of WDAY Class A common stock to a charitable remainder trust of which the reporting person and his wife are beneficiaries and receive interest income. The reporting person disclaims all beneficial ownership of these shares.

F8: 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.

F9: 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.

F10: The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.