Aneel Bhusri - Apr 18, 2022 Form 4 Insider Report for Workday, Inc. (WDAY)

Role: Co-CEO, Director
Signature: /s/ Juliana Capata, attorney-in-fact
Stock symbol: WDAY
Transactions as of: Apr 18, 2022
Transactions value $: -$2,556,908
Form type: 4
Date filed: 4/20/2022, 05:26 PM
Previous filing: Jan 20, 2022
Next filing: Apr 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WDAY	Class A Common Stock	Sale	-$2.51M	-11.5K	-3.09%	$218.09	362K	Apr 18, 2022	Direct	F1, F2, F3
transaction	WDAY	Class A Common Stock	Sale	-$6.16K	-28	-0.01%	$220.16	362K	Apr 18, 2022	Direct	F1, F3
transaction	WDAY	Class A Common Stock	Sale	-$28K	-127	-0.04%	$220.36	362K	Apr 18, 2022	Direct	F1, F3
transaction	WDAY	Class A Common Stock	Sale	-$9.25K	-42	-0.01%	$220.34	362K	Apr 18, 2022	Direct	F1, F3

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						5K	Apr 18, 2022	Class A Common Stock	5K		By Minor Child	F4, F5
holding	WDAY	Class B Common Stock						8.13M	Apr 18, 2022	Class A Common Stock	8.13M		Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs). These sales 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.
F2	The price reported is a weighted average price. These shares were sold as part of a block trade for multiple security holders of Workday, Inc. in multiple transactions at prices ranging from $214.64 to $221.90, 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 set forth in this footnote 2 with regard to the block trade.
F3	Includes 57,438 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.
F4	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.
F5	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.