Workday, Inc. — Director's Dealing 2022

Dec 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2022-12-01

Reporting Person: DUFFIELD DAVID A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-01	Class A Common Stock	C	315000	—	Acquired	417997	Direct
2022-12-01	Class A Common Stock	C	45000	—	Acquired	462997	Direct
2022-12-01	Class A Common Stock	G	315000	—	Disposed	147997	Direct
2022-12-01	Class A Common Stock	G	45000	—	Disposed	102997	Direct
2022-12-01	Class A Common Stock	G	315000	—	Acquired	417500	Indirect
2022-12-01	Class A Common Stock	G	10000	—	Acquired	427500	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-01	Class B Common Stock	$	C	315000	Disposed		Class A Common Stock (315000.0)	Direct
2022-12-01	Class B Common Stock	$	C	45000	Disposed		Class A Common Stock (45000.0)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.