David A. Duffield - Mar 15, 2022 Form 4 Insider Report for Workday, Inc. (WDAY)

Role: 10%+ Owner
Signature: /s/ Juliana Capata, attorney-in-fact
Stock symbol: WDAY
Transactions as of: Mar 15, 2022
Transactions value $: -$22,534,714
Form type: 4
Date filed: 3/17/2022, 04:36 PM
Previous filing: May 12, 2022
Next filing: Apr 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WDAY	Class A Common Stock	Sale	-$2.02M	-9.29K	-2.27%	$217.82	401K	Mar 15, 2022	Dave and Cheryl Duffield Foundation	F1, F2
transaction	WDAY	Class A Common Stock	Sale	-$6.84M	-31.3K	-7.8%	$218.63	369K	Mar 15, 2022	Dave and Cheryl Duffield Foundation	F1, F3
transaction	WDAY	Class A Common Stock	Sale	-$3.44M	-15.7K	-4.24%	$219.52	354K	Mar 15, 2022	Dave and Cheryl Duffield Foundation	F1, F4
transaction	WDAY	Class A Common Stock	Sale	-$2.93M	-13.3K	-3.75%	$220.60	340K	Mar 15, 2022	Dave and Cheryl Duffield Foundation	F1, F5
transaction	WDAY	Class A Common Stock	Sale	-$6.99M	-31.6K	-9.27%	$221.40	309K	Mar 15, 2022	Dave and Cheryl Duffield Foundation	F1, F6
transaction	WDAY	Class A Common Stock	Sale	-$314K	-1.41K	-0.46%	$222.33	308K	Mar 15, 2022	Dave and Cheryl Duffield Foundation	F1, F7
holding	WDAY	Class A Common Stock						104K	Mar 15, 2022	Direct	F8, F9

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	WDAY	Class B Common Stock						45.9M	Mar 15, 2022	Class A Common Stock	45.9M		Direct	F10, F11, F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sales reported in this Form 4 were effected pursuant to a Rule 1 0b5-l trading plan previously adopted by the Dave & Cheryl Duffield Foundation.
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 $217.15 to $218.1499, 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	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $218.15 to $219.1499, 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 $219.15 to $220.1499, 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 $220.16 to $221.1599, 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 $221.16 to $222.1599, 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 $222.18 to $223.1799, 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	Includes 1,398 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.
F9	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, other than the shares underlying the RSUs described in Footnote 8.
F10	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.
F11	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.
F12	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.