Workday, Inc. — Director's Dealing 2019

Jun 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2019-06-13

Reporting Person: DUFFIELD DAVID A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-13	Class A Common Stock	S	2400	$205.8341	Disposed	522600	Indirect
2019-06-13	Class A Common Stock	S	8056	$207.3308	Disposed	514544	Indirect
2019-06-13	Class A Common Stock	S	115308	$207.9643	Disposed	399236	Indirect
2019-06-13	Class A Common Stock	S	29451	$208.948	Disposed	369785	Indirect
2019-06-13	Class A Common Stock	S	19085	$209.8232	Disposed	350700	Indirect
2019-06-13	Class A Common Stock	S	700	$210.45	Disposed	350000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	100771	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (53619321.0)	53619321	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Dave & Cheryl Duffield Foundation.

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 $205.4200 to $206.4199, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $206.4200 to $207.4199, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $207.4300 to $208.4299, 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 $208.4300 to $209.4299, 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 $209.4400 to $210.4399, 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: Includes 2,817 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 an original grant consisting of 11,268 RSUs with a grant date of 4/15/2016, 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 date.

F8: The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary, other than the shares underlying the RSUs described in Footnote 8.

F9: 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.

F10: 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.

F11: The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.