SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bozzini James

(Last)

(First)

(Middle)

C/O WORKDAY, INC.

6110 STONERIDGE MALL ROAD

(Street)

PLEASANTON

94588

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO & Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/31/2020		M		5,750	A	$2.3	168,703⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		944	D	$239.0904⁽³⁾	167,759⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		1,184	D	$240.0425⁽⁴⁾	166,575⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		1,590	D	$240.9605⁽⁵⁾	164,985⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		500	D	$242.082⁽⁶⁾	164,485⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		200	D	$243.015⁽⁷⁾	164,285⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		900	D	$244.8433⁽⁸⁾	163,385⁽¹⁾	D
Class A Common Stock	08/31/2020		S⁽²⁾		432	D	$245.4515⁽⁹⁾	162,953⁽¹⁾	D
Class A Common Stock								74,235	I	By the Bozzini Revocable Trust dtd 5/10/2004
Class A Common Stock								50,000	I	2020 GRAT 1⁽¹⁰⁾
Class A Common Stock								50,000	I	2020 GRAT 2⁽¹¹⁾
Class A Common Stock								25,000	I	Charitable Remainder Unitrust⁽¹²⁾
Class A Common Stock								11,077	I	By the Bozzini Irrevocable Trust dtd 7/12/2012 FBO Child 1
Class A Common Stock								11,077	I	By the Bozzini Irrevocable Trust dtd 7/12/2012 FBO Child 2
Class A Common Stock								11,077	I	By the Bozzini Irrevocable Trust dtd 7/12/2012 FBO Child 3

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$2.3	08/31/2020		M			5,750	⁽¹³⁾	02/18/2021	Class A Common Stock⁽¹⁴⁾⁽¹⁵⁾	5,750	$241.5786	0	D
Stock Option (right to buy)	$7.05							⁽¹⁶⁾	05/04/2022	Class A Common Stock⁽¹⁴⁾⁽¹⁵⁾	43,750		43,750	D

Explanation of Responses:

1. Includes 142,779 Restricted Stock Units (RSUs) that entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, from original grants consisting of i) 66,302 RSUs with a grant date of 4/14/2017, 50,869 RSUs with a grant date of 4/15/2018, and 75,789 RSUs with a grant date of 4/15/2020, each of which vested or will vest as to 25% of the underlying shares on the one-year anniversary of grant then quarterly thereafter; and ii) 46,984 RSUs with a grant date of 4/22/2019, which vested or will vest as to 25% of the underlying shares on 4/15/2020 and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $238.4700 to $239.4699, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $239.5000 to $240.4999, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $240.5100 to $241.5099, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $241.7000 to $242.6999, 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $243.0100 to $244.0099, 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.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $244.1300 to $245.1299, 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.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $245.1400 to $246.1399, 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.

10. The shares are held in a grantor retained annuity trust, of which the Reporting Person is the sole trustee, grantor, and recipient of annuity payments.

11. The shares are held in a grantor retained annuity trust, of which the Reporting Person's spouse is the sole trustee, grantor, and recipient of annuity payments.

12. The shares are held in a irrevocable charitable remainder unitrust. The unitrust is in the name of the Reporting Person and his spouse, both of whom are sole trustees and beneficiaries of the unitrust. The Reporting Person continues to report beneficial ownership of all of the Issuer's Class A Common Stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.

13. This stock option grant became fully vested on January 1, 2017.

14. 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.

15. 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.

16. This stock option grant became fully vested on January 1, 2018.

Remarks:

	/s/ Juliana Capata, attorney-in-fact	09/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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