Workday, Inc. — Director's Dealing 2021

Apr 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2021-04-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-05	Class A Common Stock	M	43750	$7.05	Acquired	181995	Direct
2021-04-05	Class A Common Stock	S	2800	$253.0726	Disposed	179195	Direct
2021-04-05	Class A Common Stock	S	7274	$254.2823	Disposed	171921	Direct
2021-04-05	Class A Common Stock	S	25335	$255.1579	Disposed	146586	Direct
2021-04-05	Class A Common Stock	S	5591	$255.8838	Disposed	140995	Direct
2021-04-05	Class A Common Stock	S	1550	$256.9113	Disposed	139445	Direct
2021-04-05	Class A Common Stock	S	1100	$258.0245	Disposed	138345	Direct
2021-04-05	Class A Common Stock	S	100	$258.875	Disposed	138245	Direct
2021-04-05	Class A Common Stock	S	373	$253.172	Disposed	44627	Indirect
2021-04-05	Class A Common Stock	S	1181	$254.4338	Disposed	43446	Indirect
2021-04-05	Class A Common Stock	S	2845	$255.262	Disposed	40601	Indirect
2021-04-05	Class A Common Stock	S	393	$256.1586	Disposed	40208	Indirect
2021-04-05	Class A Common Stock	S	78	$256.9717	Disposed	40130	Indirect
2021-04-05	Class A Common Stock	S	104	$257.9375	Disposed	40026	Indirect
2021-04-05	Class A Common Stock	S	26	$258.89	Disposed	40000	Indirect
2021-04-05	Class A Common Stock	S	373	$253.1729	Disposed	44627	Indirect
2021-04-05	Class A Common Stock	S	1181	$254.4339	Disposed	43446	Indirect
2021-04-05	Class A Common Stock	S	2846	$255.262	Disposed	40600	Indirect
2021-04-05	Class A Common Stock	S	392	$256.157	Disposed	40208	Indirect
2021-04-05	Class A Common Stock	S	78	$256.9717	Disposed	40130	Indirect
2021-04-05	Class A Common Stock	S	104	$257.9375	Disposed	40026	Indirect
2021-04-05	Class A Common Stock	S	26	$258.89	Disposed	40000	Indirect
2021-04-05	Class A Common Stock	S	218	$253.1517	Disposed	7859	Indirect
2021-04-05	Class A Common Stock	S	702	$254.4359	Disposed	7157	Indirect
2021-04-05	Class A Common Stock	S	1713	$255.2653	Disposed	5444	Indirect
2021-04-05	Class A Common Stock	S	239	$256.152	Disposed	5205	Indirect
2021-04-05	Class A Common Stock	S	48	$256.9717	Disposed	5157	Indirect
2021-04-05	Class A Common Stock	S	64	$257.9375	Disposed	5093	Indirect
2021-04-05	Class A Common Stock	S	16	$258.89	Disposed	5077	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-05	Stock Option (right to buy)	$7.05	M	43750	Disposed	2022-05-04	Class A Common Stock (43750.0)	Direct

Footnotes

F1: Includes 122,259 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person and their affiliated trusts.

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 $252.6500 to $253.6499, 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 $253.6500 to $254.6499, 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 $254.6500 to $255.6499, 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 $255.6500 to $256.6499, 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 $256.6500 to $257.6499, 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 $257.6500 to $258.6499, 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 $258.6500 to $259.6499, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $252.8000 to $253.7999, 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.

F11: 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.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $253.8000 to $254.7999, 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $254.8000 to $255.7999, 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $255.8000 to $256.7999, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $256.8000 to $257.7999, 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $257.8000 to $258.7999, 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $258.8000 to $259.7999, 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.

F18: 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.

F19: This stock option grant is fully vested and exercisable.

F20: 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.

F21: 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.