Workday, Inc. — Director's Dealing 2021

Feb 26, 2021

SEC Form 4/A — Form 4/A

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2020-10-15

Reporting Person: Sisco Robynne (President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-15	Class A Common Stock	S	5158	$226.7642	Disposed	155611	Direct
2020-10-15	Class A Common Stock	S	400	$223.395	Disposed	155211	Direct
2020-10-15	Class A Common Stock	S	2226	$224.4822	Disposed	152985	Direct
2020-10-15	Class A Common Stock	S	1508	$225.5065	Disposed	151477	Direct
2020-10-15	Class A Common Stock	S	893	$226.1556	Disposed	150584	Direct
2020-10-15	Class A Common Stock	S	300	$227.0467	Disposed	150284	Direct

Footnotes

F1: This Form 4 is being amended to update the 5,158 shares previously reported on October 15, 2020 as transactions reported effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $226.3800 to $227.3799, 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.

F3: Includes 136,881 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of: i) 75,789 RSUs with a grant date of 4/15/2020, which will vest as to 25% of the underlying shares on 4/15/2021, and then quarterly thereafter; ii) 46,984 RSUs with a grant date of 4/22/2019, which vested or will vest as to 25% of the underlying shares on 4/15/2020, and then quarterly thereafter; iii) 66,521 RSUs with a grant date of 4/15/2018, which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant and then quarterly thereafter; and iv) 54,247 RSUs with a grant date of 4/14/2017, which vested or will vest as to 25% of the underlying shares on 4/15/2018 and then quarterly thereafter.

F4: This Form 4 is being amended to report the missing sale of 5,327 shares of Class A Common Stock that originally occurred on October 15, 2020. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person including 5,327 shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. The sale of these 5,327 shares 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $222.8900 to $223.9199, 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 $223.9200 to $224.9199, 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 $224.9200 to $225.9199, 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 $225.9489 to $226.9488, 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 $226.9500 to $227.9499, 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.