Workday, Inc. — Director's Dealing 2020

Sep 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2020-08-31

Reporting Person: MCNAMARA MICHAEL M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-31	Class A Common Stock	M	75000	$4.25	Acquired	82201	Direct
2020-08-31	Class A Common Stock	S	7546	$239.0346	Disposed	74655	Direct
2020-08-31	Class A Common Stock	S	13148	$239.9753	Disposed	61507	Direct
2020-08-31	Class A Common Stock	S	18010	$240.9226	Disposed	43497	Direct
2020-08-31	Class A Common Stock	S	6217	$241.8556	Disposed	37280	Direct
2020-08-31	Class A Common Stock	S	4779	$242.9465	Disposed	32501	Direct
2020-08-31	Class A Common Stock	S	5858	$244.0104	Disposed	26643	Direct
2020-08-31	Class A Common Stock	S	12116	$245.0321	Disposed	14527	Direct
2020-08-31	Class A Common Stock	S	7126	$245.7511	Disposed	7401	Direct
2020-08-31	Class A Common Stock	S	200	$246.72	Disposed	7201	Direct
2020-08-31	Class A Common Stock	M	75000	$4.25	Acquired	82201	Direct
2020-08-31	Class A Common Stock	S	9496	$239.0027	Disposed	72705	Direct
2020-08-31	Class A Common Stock	S	14331	$239.9654	Disposed	58374	Direct
2020-08-31	Class A Common Stock	S	23463	$240.8935	Disposed	34911	Direct
2020-08-31	Class A Common Stock	S	4000	$242.0482	Disposed	30911	Direct
2020-08-31	Class A Common Stock	S	4197	$243.0309	Disposed	26714	Direct
2020-08-31	Class A Common Stock	S	4400	$244.0719	Disposed	22314	Direct
2020-08-31	Class A Common Stock	S	10911	$245.1272	Disposed	11403	Direct
2020-08-31	Class A Common Stock	S	4202	$245.7959	Disposed	7201	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-31	Stock Option (right to buy)	$4.25	M	75000	Disposed	2021-12-15	Class A Common Stock (75000.0)	Direct
2020-08-31	Stock Option (right to buy)	$4.25	M	75000	Disposed	2021-12-15	Class A Common Stock (75000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$9.2	2022-08-27	Class A Common Stock (30000.0)	30000	Direct

Footnotes

F1: Includes 2,301 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from an original grant consisting of 2,301 RSUs with a grant date of 6/9/2020, which will vest 100% on 5/15/2021. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting date.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

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 $238.4100 to $239.4099, 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 $239.4100 to $240.4099, 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 $240.4200 to $241.4199, 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.

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 $241.4200 to $242.4199, 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.

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 $242.4600 to $243.4599, 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 $243.4900 to $244.4899, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $244.5000 to $245.4999, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $245.5000 to $246.4999, 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $238.4400 to $239.4399, 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.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $239.4400 to $240.4399, 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $240.4500 to $241.4499, 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $241.4600 to $242.4599, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $242.5700 to $243.5699, 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $243.5800 to $244.5799, 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $244.5900 to $245.5899, 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.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $245.6100 to $246.6099, 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.

F19: This stock option grant became fully vested on 12/16/2016.

F20: Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one 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.

F21: 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 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.

F22: This stock option grant became fully vested on 1/1/2014.