Workday, Inc. — Director's Dealing 2021

Jul 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2021-07-01

Reporting Person: DUFFIELD DAVID A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-01	Class A Common Stock	C	318822	—	Acquired	423217	Direct
2021-07-01	Class A Common Stock	S	112014	$234.1581	Disposed	311203	Direct
2021-07-01	Class A Common Stock	S	118773	$234.9849	Disposed	192430	Direct
2021-07-01	Class A Common Stock	S	26101	$235.9901	Disposed	166329	Direct
2021-07-01	Class A Common Stock	S	34684	$237.0866	Disposed	131645	Direct
2021-07-01	Class A Common Stock	S	21546	$237.9077	Disposed	110099	Direct
2021-07-01	Class A Common Stock	S	5704	$238.899	Disposed	104395	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-01	Class B Common Stock	$	C	318822	Disposed		Class A Common Stock (318822.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	217800	Indirect

Footnotes

F1: Includes 1,398 restricted stock units (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.

F2: The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary, other than the shares underlying the RSUs described in Footnote 1.

F3: This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust.

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 $233.5700 to $234.5699, 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.

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 $234.5700 to $235.5699, 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.

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 $235.5700 to $236.5699, 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.

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 $236.5700 to $237.5699, 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.

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 $237.5800 to $238.5799, 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.

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 $238.5800 to $239.5799, 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.

F10: 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.

F11: 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.

F12: The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.