Workday, Inc. — Director's Dealing 2018

Sep 11, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2018-09-06

Reporting Person: STILL GEORGE J JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-06	Class A Common Stock	M	7000	$0.65	Acquired	32450	Direct
2018-09-06	Class A Common Stock	S	6450	$143.4578	Disposed	26000	Direct
2018-09-06	Class A Common Stock	S	550	$144.6527	Disposed	25450	Direct
2018-09-06	Class A Common Stock	S	4500	$143.4182	Disposed	500	Indirect
2018-09-06	Class A Common Stock	S	500	$144.62	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-06	Stock Option (Right to Buy)	$0.65	M	7000	Disposed	2019-10-26	Class A Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$4.25	2021-11-01	Class A Common Stock (90000)	90000	Direct
Stock Option (Right to Buy)	$9.20	2022-08-27	Class A Common Stock (30000)	30000	Direct
Class B Common Stock	$		Class A Common Stock (120784)	120784	Indirect

Footnotes

F1: Includes 3,507 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.

F2: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Still Family Trust, DTD 3/12/1996 (the "Still Family Trust") on January 17, 2018, and subsequently transferred to the reporting person pursuant to the Assignment and Assumption Agreement dated March 1, 2018.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.3000 to $144.2999, 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 ranging from $144.3800 to $145.3799, 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.

F5: This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Still Family Partners, a California limited partnership formed 3/26/1996 (the "Still Family Partners").

F6: Reflects the removal of 8,000 shares which were previous reported in error as having been converted from Class B Common Stock to Class A Common Stock on a Form 4 filed by the Reporting Person on March 8, 2018.

F7: Shares held by Still Family Partners. Mr. Still is general partner of Still Family Partners, and may be deemed to have voting and dispositive power with regard to the shares held directly by Still Family Partners. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F8: Shares held by the Still Family Trust. Mr. Still is a trustee of the Still Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by the Still Family Trust. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F9: The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on November 2, 2016.

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

F11: 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.

F12: 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.

F13: Includes the 8,000 shares of Class B Common Stock referenced in Footnote 6.