Workday, Inc. — Director's Dealing 2021

Jul 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2021-07-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-26	Class A Common Stock	G	16200	—	Acquired	86660	Indirect
2021-04-26	Class A Common Stock	G	8100	—	Disposed	31900	Indirect
2021-04-26	Class A Common Stock	G	8100	—	Disposed	31900	Indirect
2021-07-15	Class A Common Stock	S	5	$228.7141	Disposed	161167	Direct
2021-07-15	Class A Common Stock	S	8	$228.7142	Disposed	161159	Direct
2021-07-15	Class A Common Stock	S	4	$228.8354	Disposed	161155	Direct
2021-07-15	Class A Common Stock	S	5451	$228.3731	Disposed	155704	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5077	Indirect
Class A Common Stock	5077	Indirect
Class A Common Stock	5077	Indirect

Footnotes

F1: On April 26, 2021, 8,100 shares of the Issuer's common stock previously reported as held indirectly by the reporting person in the James Bozzini 2020 Grantor Retained Annuity Trust (2020 GRAT I) and 8,100 shares of the Issuer's common stock previously reported as held indirectly by the reporting person in the Tuyen Bozzini 2020 Grantor Retained Annuity Trust (2020 GRAT 2) were withdrawn and distributed to the James and Tuyen Bozzini Rev Trust dtd 5/10/04 as amended and restated 12/21/13. James and Tuyen Bozzini are trustees, pursuant to the terms of the trust agreement.

F2: The shares are held in a grantor retained annuity trust, of which the Reporting Person is the sole trustee, grantor, and recipient of annuity payments.

F3: The shares are held in a grantor retained annuity trust, of which the Reporting Person's spouse is the sole trustee, grantor, and recipient of annuity payments.

F4: 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.

F5: Includes 119,681 RSUs, each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.

F6: Includes 111 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program.

F7: The price reported is a weighted average price. These shares were sold as part of a block trade for multiple securityholders of Workday, Inc. in multiple transactions at prices ranging from $228.45 to $231.34, 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 set forth in this footnote with regard to the block trade.