Workday, Inc. — Director's Dealing 2018

Apr 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2018-04-15

Reporting Person: Bozzini James (COO & Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-15	Class A Common Stock	A	50869	$0.00	Acquired	241783	Direct
2018-04-16	Class A Common Stock	S	13721	$127.1327	Disposed	228062	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	99235	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)	$2.30	2021-02-18	Class A Common Stock (5750)	5750	Direct
Stock Option (right to buy)	$7.05	2022-05-04	Class A Common Stock (43750)	43750	Direct

Footnotes

F1: Includes 135,465 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of 46,492 RSUs with a grant date of 4/15/2015, 46,492 RSUs with a grant date of 4/15/2016, 66,302 RSUs with a grant date of 4/14/2017, and 50,869 RSUs with a grant date of 4/15/2018, 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 service 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 previously adopted by the Reporting Person and represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. These sales are mandated by the Issuer's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

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 $126.5700 to $127.5699, 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: This stock option grant became fully vested on January 1, 2017.

F5: This stock option grant became fully vested on January 1, 2018.