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Form 4/A Workday, Inc. For: Sep 12 Filed by: STILL GEORGE J JR

June 10, 2021 7:42 PM EDT
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 *
STILL GEORGE J JR
(Last) (First) (Middle)
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD
(Street)
PLEASANTON CA 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/14/2017		 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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/12/2017   S (1)   3,679 D $ 106.0235 (2) 31,321 I By the Still Family Trust (3)
Class A Common Stock 09/12/2017   S (1)   5,321 D $ 106.8636 (4) 26,000 I By the Still Family Trust (3)
Class A Common Stock 09/12/2017   S (1)   700 D $ 107.8786 (5) 25,300 I By the Still Family Trust (3)
Class A Common Stock 09/12/2017   S (1)   300 D $ 108.8267 (6) 25,000 I By the Still Family Trust (3)
Class A Common Stock               26,435 (7) (8) D  
Class A Common Stock               13,000 I By Still Family Partners (9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0               (10) (11)   (10) Class A Common Stock 140,784.00   140,784 I By Still Family Partners (9)
Stock Option (right to buy) $ 0.65               (12) 10/26/2019 Class A Common Stock 100,000.00   100,000 D  
Stock Option (right to buy) $ 4.25               (13) 11/01/2021 Class A Common Stock 90,000.00   90,000 D  
Stock Option (right to buy) $ 9.20               (14) 08/27/2022 Class A Common Stock 30,000.00   30,000 D  
Explanation of Responses:
1. This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Still Family Trust, DTD 3/12/1996 (the "Still Family Trust").
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.4200 to $106.4199, 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.
3. Shares held by the Still Family Trust. Mr. Still is a trustee of the Still Family Trust, and may be deemed to have voting and dispositive power with regard to the shares held directly by the Still Family Trust. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.4300 to $107.4299, 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 ranging from $107.4300 to $108.4299, 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 ranging from $108.6500 to $109.6499, 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. Includes 4,492 Restricted Stock Units (RSUs) granted under the Issuer's 2012 Equity Incentive Plan. The grant will entitle the Reporting Person to receive one share of Class A Common Stock for each vested RSU upon settlement, which will take place within 30 days of vesting. The RSUs will vest one-hundred percent (100%) on May 15, 2018, subject to the Report Person's continued service with the Issuer on such date.
8. On June 20, 2017, the Reporting Person received 4,492 RSUs granted under the Issuer's 2012 Equity Incentive Plan. This Form 4 is amended to include the 4,492 RSUs inadvertently omitted in the total amount of securities owned by the Reporting Person in this original Form 4 filed on September 14, 2017.
9. Shares held by Still Family Partners, a California limited partnership formed 3/26/1996 (the "Still Family Partners"). Mr. Still is general partner of Still Family Partners, and may be deemed to have voting and dispositive power with regard to the shares held directly by Still Family Partners. Mr. Still disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
10. 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.
11. 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.
12. The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on October 27, 2014.
13. The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on November 2, 2016.
14. The stock option grant is under the Issuer's 2005 Stock Plan and is exercisable in full or in part at any time. This stock option grant became fully vested on January 1, 2014.
/s/ Juliana Capata, attorney-in-fact 06/10/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Richard H. Sauer, Juliana Capata, Benjamin Uy, and Angela Barber, and each of them individually, as his or her true and lawful attorney in fact to:

          (1)    execute for and on behalf of the undersigned, any and all Form ID, or Form 3, 4 or 5 reports and any amendments thereto required to be filed by the
undersigned, individually or as a trustee, in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) and the rules thereunder with
respect to securities of Workday, Inc. (Workday);
          (2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, or
Form 3, 4 or 5 report and any amendments thereto and timely file such report with the United States Securities and Exchange Commission and any stock exchange or similar
authority; and
          (3)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned,
pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney in fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary,
and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that
no such attorney in fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is Workday hereby assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned's
holdings of and transactions in securities issued by Workday, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact.
This Power of Attorney shall terminate, on an individual basis, in the event any of the granted individuals terminate their employment with Workday, effective as of their respective termination date with Workday.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of February 2020.


                        Signature:    /s/ George Still, Jr.

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