David A. Duffield - Sep 28, 2023 Form 4 Insider Report for Workday, Inc. (WDAY)

Role: 10%+ Owner
Signature: /s/ Juliana Capata, attorney-in-fact
Stock symbol: WDAY
Transactions as of: Sep 28, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/2/2023, 05:10 PM
Previous filing: Sep 13, 2023
Next filing: Dec 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WDAY	Class A Common Stock	Conversion of derivative security	$0	+550K	+534%	$0.00	653K	Sep 28, 2023	Direct	F1
transaction	WDAY	Class A Common Stock	Gift	$0	-550K	-84.23%	$0.00	103K	Sep 28, 2023	Direct	F1
transaction	WDAY	Class A Common Stock	Gift	$0	+550K	+507.69%	$0.00	658K	Sep 28, 2023	Dave and Cheryl Duffield Foundation

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
transaction	WDAY	Class B Common Stock	Conversion of derivative security	$0	-550K	-1.21%	$0.00	44.8M	Sep 28, 2023	Class A Common Stock	550K		Direct	F1, F2, F3

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

Explanation of Responses:

Id	Content
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	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.
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.