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: Stankey Michael A. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-15	Class A Common Stock	A	7579	—	Acquired	166332	Direct
2020-04-15	Class A Common Stock	S	476	$145.3619	Disposed	165856	Direct
2020-04-15	Class A Common Stock	S	381	$146.3629	Disposed	165475	Direct

Footnotes

F1: Includes 7,579 Restricted Stock Units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, from an original grant consisting of 7,579 RSUs with a grant date of 4/15/2020 which vested or will vest as to 50% of the underlying shares on the one-year anniversary of grant and quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.

F2: Includes 101 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program.

F3: 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.

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 $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.

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 $145.9850 to $146.9849, 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.