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: Dermetzis Petros (Chief Products Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-15	Class A Common Stock	A	66521	$0.00	Acquired	223170	Direct
2018-04-16	Class A Common Stock	S	11720	$126.9056	Disposed	211450	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	43896	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$	2021-02-18	Class A Common Stock (25000)	25000	Direct
Stock Option (right to buy)	$	2022-05-04	Class A Common Stock (35000)	35000	Direct

Footnotes

F1: The total reported in Column 5 has been adjusted to correct an understatement of total holdings by 120 shares first reflected in a Form 3 filed on February 26, 2018.

F2: Includes 153,700 Restricted Stock Units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 46,492 RSUs with a grant date of 04/15/2014 with remaining vesting dates of 04/15/2018 and 6/15/2018; ii) 46,492 RSUs with a grant date of 04/15/2015, 46,492 RSUs with a grant date of 04/15/2016, 54,247 with a grant date of 04/15/2017, and 66,521 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 then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.

F3: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs). These sales are mandated by the Issuer's election under its equity incentive plans 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.

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 $126.8335 to $127.8334, 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 stock option grant became fully vested on July 1, 2016.

F6: 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.

F7: This stock option grant became fully vested on March 3, 2018.