Workday, Inc. — Director's Dealing 2018

Dec 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2018-12-03

Reporting Person: MCNAMARA MICHAEL M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-03	Class A Common Stock	S	400	$162.8425	Disposed	6489	Direct
2018-12-03	Class A Common Stock	S	600	$164.12	Disposed	5889	Direct
2018-12-03	Class A Common Stock	S	1246	$165.1953	Disposed	4643	Direct
2018-12-03	Class A Common Stock	S	900	$166.0744	Disposed	3743	Direct
2018-12-03	Class A Common Stock	S	723	$167.2911	Disposed	3020	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$4.25	2021-12-15	Class A Common Stock (150000.0)	150000	Direct
Stock Option (right to buy)	$9.2	2022-08-27	Class A Common Stock (30000.0)	30000	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by The McNamara Family Trust U/A DTD 10/11/2001.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $162.4300 to $163.4299, 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.

F3: Includes 3,020 Restricted Stock Units (RSUs) granted under the Issuer's 2012 Equity Incentive Plan. The grant will entitle the Reporting Person to receive one share of Class A Common Stock for each vested RSU upon settlement, which will take place within 30 days of vesting. The RSUs will vest one-hundred percent (100%) on May 15, 2019, subject to the Report Person's continued service with the Issuer on such date.

F4: The reported shares are held by the The McNamara Family Trust U/A DTD 10/11/2001, an irrevocable family trust, other than the shares underlying the RSUs described in FN 3.

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 $163.7200 to $164.7199, 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 within the range of $164.7200 to $165.7199, 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 within the range of $165.75 to $166.7499, 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 within the range of $166.9400 to $167.9399, 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 stock option grant was issued under the Issuer's 2005 Stock Plan and was vested in full as of December 16, 2016. This option grant is exercisable in full or in part at any time.

F10: The stock option grant was issued under the Issuer's 2005 Stock Plan and was vested in full as of January 1, 2014. This option grant is exercisable in full or in part at any time.