Workday, Inc. — Director's Dealing 2022

Dec 30, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2022-12-28

Reporting Person: Eschenbach Carl M. (Director, Co-CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-28	Class A Common Stock	A	30365	—	Acquired	38610	Direct
2022-12-28	Class A Common Stock	A	60730	—	Acquired	99340	Direct
2022-12-28	Class A Common Stock	A	303650	—	Acquired	402990	Direct
2022-12-28	Class A Common Stock	A	303650	—	Acquired	706640	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	11531	Indirect

Footnotes

F1: All grants are subject to the Reporting Person's continued service with Workday on each applicable vesting date.

F2: Includes 32,767 restricted stock units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement of (i) 2,402 RSUs with a grant date of 6/22/2022, which will vest 100% on 5/15/2023, and (ii) an original grant of 30,365 RSUs with a grant date of 12/28/2022, which will vest as to 1/4 of the underlying shares on each of the first four quarterly anniversaries of 12/05/2022, with vesting contingent upon the Reporting Person's purchase of shares of Workday Class A Common Stock on the public market with a fair market value of $2,000,000.00 within 12 months following 12/20/2022, provided that no shares subject to the award shall vest until the first quarterly vesting date on or following the date which is 10 trading days following the date on which the Reporting Person provides notice and reasonable documentation of his completion of such stock purchase (such condition, the Vesting Condition).

F3: Includes 93,497 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement of (i) the RSUs as set forth in footnote 2 of this Form 4, and (ii) an original grant of 60,730 RSUs with a grant date of 12/28/2022, which will vest as to 1/4 of the underlying shares on 3/5/2023, and then quarterly thereafter.

F4: Includes 397,147 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement of (i) the RSUs as set forth in footnotes 2 and 3 of this Form 4, and (ii) an original grant of 303,650 RSUs with a grant date of 12/28/2022, which will vest as to 1/16th of the underlying shares on 3/5/2023, and then quarterly thereafter.

F5: This reflects 303,650 shares of Class A Common Stock subject to a performance RSU (PRSU) that is divided into three tranches, with each tranche representing the Reporting Person's right to acquire 1/3 of the shares subject to the award. The PRSUs shall vest subject to the achievement of certain performance metrics based on the Issuer's stock price over a five-year performance period. Subject to the achievement of the performance metrics applicable to each tranche, the shares subject to an achieved tranche shall vest as to 1/60 of such tranche's shares on each of the 60 monthly anniversaries of 12/05/2022. If unachieved during its applicable performance period, the underlying shares in Tranche 1 and/or Tranche 2 will "roll forward" and may be earned in a later performance period, but only if the performance metric for such later performance period is achieved.

F6: Includes 700,797 RSUs that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement of (i) the RSUs as set forth in footnotes 2, 3, and 4 of this Form 4, and (ii) an original grant of 303,650 PRSUs with a grant date of 12/28/2022, which will vest as set forth in footnote 5 to this Form 4.

F7: The trust is in the name of the Reporting Person and his spouse, who are both trustees and beneficiaries of the trust.