Workday, Inc. — Director's Dealing 2021

Apr 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2021-04-15

Reporting Person: Sauer Richard Harry (EVP, General Counsel & Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-15	Class A Common Stock	A	19727	—	Acquired	89198	Direct
2021-04-15	Class A Common Stock	S	5778	$257.827	Disposed	83420	Direct
2021-04-16	Class A Common Stock	S	630	$255.64	Disposed	82790	Direct

Footnotes

F1: Includes 73,443 Restricted Stock Units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock per unit upon settlement, including 19,727 RSUs with a grant date of 4/15/2021, which will vest as to 25% of the underlying shares on the one-year anniversary of the grant 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 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 $254.265 to $263.100, 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 3 with regard to the block trade.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.