Workday, Inc. — Director's Dealing 2019

Oct 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2019-10-15

Reporting Person: Fernandez Gomez Luciano (Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-15	Class A Common Stock	S	1279	$182.7014	Disposed	161690	Direct
2019-10-15	Class A Common Stock	S	813	$183.9643	Disposed	160877	Direct
2019-10-15	Class A Common Stock	S	965	$184.8649	Disposed	159912	Direct
2019-10-15	Class A Common Stock	S	1270	$181.045	Disposed	158642	Direct

Footnotes

F1: The sales reported on 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 restricted stock units (RSUs). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

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 $182.4032 to $183.4031, 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 153,188 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement from original grants consisting of of i) 52,204 RSUs with a grant date of 4/22/2019, which will vest as to 25% of the underlying shares on 4/15/2020 then quarterly thereafter; and ii) 36,401 RSUs with a grant date of 04/15/2016, 70,300 RSUs with a grant date of 3/16/2017, and 47,205 RSUs with a grant date of 9/15/2017 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 dates.

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 $183.5400 to $184.5399, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $184.5800 to $185.5799, 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

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 $180.8200 to $181.8199, 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.