Workday, Inc. — Director's Dealing 2019

Jul 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2019-07-15

Reporting Person: Sisco Robynne (Co-President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-15	Class A Common Stock	S	2426	$218.4166	Disposed	145731	Direct
2019-07-15	Class A Common Stock	S	2312	$219.6794	Disposed	143419	Direct
2019-07-15	Class A Common Stock	S	410	$219.9902	Disposed	143009	Direct
2019-07-15	Class A Common Stock	S	4987	$217.7188	Disposed	138022	Direct
2019-07-15	Class A Common Stock	S	100	$218.18	Disposed	137922	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 $217.8344 to $218.8343, 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 124,519 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 46,984 RSUs with a grant date of 4/22/2019, which will vest as to 25% of the underlying shares on 4/15/2020 and then quarterly thereafter; and ii) 43,020 RSUs with a grant date of 4/15/2016, 54,247 RSUs with a grant date of 4/14/2017, 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 and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with Workday 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 $218.9300 to $219.9299, 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 $219.9400 to $220.9399, 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 $217.1400 to $218.1399, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $218.1800 to $219.1799, 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.