Workday, Inc. — Director's Dealing 2019

Jun 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2019-05-30

Reporting Person: Dermetzis Petros (Chief Products Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-30	Class A Common Stock	S	400	$203.795	Disposed	190146	Direct
2019-05-30	Class A Common Stock	S	1602	$204.8414	Disposed	188544	Direct
2019-05-30	Class A Common Stock	S	1191	$205.9068	Disposed	187353	Direct
2019-05-30	Class A Common Stock	S	125	$206.814	Disposed	187228	Direct
2019-05-30	Class A Common Stock	S	182	$208.1048	Disposed	187046	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)	$7.05	2022-05-04	Class A Common Stock (40000.0)	40000	Direct
Stock Option (right to buy)	$2.3	2021-02-18	Class A Common Stock (25000.0)	25000	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted 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 $203.2800 to $204.2799, 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 136,213 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) 41,763 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) 46,492 RSUs with a grant date of 4/15/2015, 46,492 RSUs with a grant date of 4/15/2016, 54,247 RSUs with a grant date of 4/15/2017, 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.

F4: Includes 109 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program.

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 $204.4500 to $205.4499, 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 $205.5200 to $206.5199, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $206.7300 to $207.7299, 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 $207.9800 to $208.9799, 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.

F9: The shares are held in a joint revocable trust dated October 15, 1999. The trust is in the name of the Reporting Person and his spouse, who are both sole trustees and beneficiaries of the trust.

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

F12: This stock option grant became fully vested on July 1, 2016.