Workday, Inc. — Director's Dealing 2022

Apr 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2022-04-20

Reporting Person: BHUSRI ANEEL (Director, Co-CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-20	Class A Common Stock	A	63895	—	Acquired	425501	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5000.0)	5000	Indirect
Class B Common Stock	$		Class A Common Stock (8126443.0)	8126443	Direct

Footnotes

F1: Includes 121,333 restricted stock units (RSUs), each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, including an original grant consisting of 63,895 RSUs with a grant date of 4/20/2022 which will vest as to 25% of the underlying shares on April 15, 2023 and then 6.25% quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.

F2: 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 (9) 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.

F3: 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.