Workday, Inc. — Director's Dealing 2020

Apr 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2020-04-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-15	Class A Common Stock	A	75789	—	Acquired	279161	Direct
2020-04-15	Class A Common Stock	S	2845	$145.5508	Disposed	276316	Direct
2020-04-15	Class A Common Stock	S	6522	$146.1934	Disposed	269794	Direct
2020-04-15	Class A Common Stock	S	1778	$147.013	Disposed	268016	Direct
2020-04-17	Class A Common Stock	G	50000	—	Disposed	168016	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	50000	Indirect
Class A Common Stock	50000	Indirect
Class A Common Stock	11077	Indirect
Class A Common Stock	11077	Indirect
Class A Common Stock	11077	Indirect
Class A Common Stock	25000	Indirect
Class A Common Stock	74235	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: Includes 153,038 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) 66,302 RSUs with a grant date of 4/14/2017, 50,869 RSUs with a grant date of 4/15/2018, and 75,789 RSUs with a grant date of 4/15/2020, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant then quarterly thereafter; and ii) 46,984 RSUs with a grant date of 4/22/2019, which vested or will vest as to 25% of the underlying shares on 4/15/2020 and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.

F2: 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 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.

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 $144.7500 to $145.7499, 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 $145.7500 to $146.7499, 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 $146.7600 to $147.7599, 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: Reflects 50,000 shares of Class A Common Stock that were contributed to the James Bozzini 2020 Grantor Retained Annuity Trust on April 17, 2020, as reported in Footnote 7 of this Form 4.

F7: On April 17, 2020, the Reporting Person contributed 50,000 shares of Issuer's Class A Common Stock to the James Bozzini 2020 Grantor Retained Annuity Trust (2020 GRAT 1) of which the Reporting Person is the sole trustee, grantor, and recipient of annuity payments.

F8: On April 17, 2020, the Reporting Person gifted 50,000 shares of Issuer's Class A Common Stock to his spouse, which were subsequently contributed to the Tuyen Bozzini 2020 Grantor Retained Annuity Trust (2020 GRAT 2) of which the Reporting Person's spouse is the sole trustee, grantor, and recipient of annuity payments.

F9: The shares are held in a irrevocable charitable remainder unitrust. The unitrust is in the name of the Reporting Person and his spouse, both of whom are sole trustees and beneficiaries of the unitrust. The Reporting Person continues to report beneficial ownership of all of the Issuer's Class A Common Stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.

F10: This stock option grant became fully vested on January 1, 2018.

F11: 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.

F12: 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.

F13: This stock option grant became fully vested on January 1, 2017.