Workday, Inc. — Director's Dealing 2019

Apr 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2019-04-15

Reporting Person: Bozzini James (COO & Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-15	Class A Common Stock	S	2232	$192.0801	Disposed	179822	Direct
2019-04-15	Class A Common Stock	S	6638	$192.8089	Disposed	173184	Direct
2019-04-15	Class A Common Stock	S	2200	$193.948	Disposed	170984	Direct
2019-04-15	Class A Common Stock	S	337	$194.8638	Disposed	170647	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	99235	Indirect
Class A Common Stock	11077	Indirect
Class A Common Stock	11077	Indirect
Class A Common Stock	11077	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$7.05	2022-05-04	Class A Common Stock (43750.0)	43750	Direct
Stock Option (right to buy)	$2.3	2021-02-18	Class A Common Stock (5750.0)	5750	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 $191.4800 to $192.4799, 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 82,926 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 46,492 RSUs with a grant date of 04/15/2016; ii) 66,302 RSUs with a grant date of 4/14/2017; and iii) 50,869 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. Please note, Footnote 3 of the Reporting Person's Form 4 filed on January 17, 2019, contained a de minimus error in the number of RSUs reported as included in the Reporting Person's beneficial ownership, which is now accurately reflected on 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 $192.4800 to $193.4799, 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 $193.5000 to $194.4999, 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 $194.6400 to $195.6399, 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: This stock option grant became fully vested on January 1, 2018.

F8: This stock option grant became fully vested on January 1, 2017.