Workday, Inc. — Director's Dealing 2018

Jan 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2017-12-19

Reporting Person: PEEK MARK S (co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-19	Class A Common Stock	G	240	$0.00	Disposed	187633	Direct
2018-01-02	Class A Common Stock	C	15000	$0.00	Acquired	202633	Direct
2018-01-02	Class A Common Stock	S	14100	$100.873	Disposed	188533	Direct
2018-01-02	Class A Common Stock	S	900	$101.7188	Disposed	187633	Direct
2018-01-03	Class A Common Stock	C	15000	$0.00	Acquired	202633	Direct
2018-01-03	Class A Common Stock	S	15000	$105.00	Disposed	187633	Direct
2018-01-04	Class A Common Stock	C	15000	$0.00	Acquired	202633	Direct
2018-01-04	Class A Common Stock	S	15000	$110.00	Disposed	187633	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-02	Class B Common Stock	$	C	15000	Disposed		Class A Common Stock (15000)	Direct
2018-01-03	Class B Common Stock	$	C	15000	Disposed		Class A Common Stock (15000)	Direct
2018-01-04	Class B Common Stock	$	C	15000	Disposed		Class A Common Stock (15000)	Direct

Footnotes

F1: Includes 173,707 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) 69,738 RSUs with a grant date of 4/15/2014 which vested or will vest in eight (8) quarterly installments beginning 7/15/2016, and ii) 69,738 RSUs with a grant date of 4/15/2015, 25,000 RSUs with a grant date of 6/15/2015, 77,465 RSUs with a grant date of 4/15/2016, and 72,329 RSUs with a grant date of 4/14/2017, 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 date.

F2: Includes 152 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program.

F3: The reported shares, other than the shares underlying the RSUs described in footnote 1, are held by the OMEGA Living Trust, UTA 8/6/15, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.

F4: The sale of these shares was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the OMEGA Living Trust, UTA 8/6/15.

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 $100.5600 to $101.5599, 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 $101.6200 to $102.6199, 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: 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.

F8: 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.

F9: Held by the OMEGA Living Trust, UTA 8/6/15, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.