WORKIVA INC — Director's Dealing 2016

Jul 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORKIVA INC (WK)
CIK: 0001445305
Period of Report: 2016-07-20

Reporting Person: Howell Joseph H. (Executive VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-20	Class A Common Stock	S	163	$14	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15581	Direct
Class A Common Stock	44400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (713772.0)	713772	Indirect
Employee Stock Option to Purchase Class A Common Stock	$14.74	2026-02-01	Class A Common Stock (4545.0)	4545	Direct
Employee Stock Option to Purchase Class A Common Stock	$15.83	2024-08-11	Class A Common Stock (178200.0)	178200	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 31, 2015.

F2: The price reported in Column 4 is a weighted-average price. The prices actually received range from $14.00 to $14.01. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

F3: Each share of Class B Common Stock is convertible, at any time at the election of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, except for certain "qualified transfers" (as defined in the Issuer's Certificate of Incorporation) or (iii) upon the death of a natural person holding shares of Class B Common Stock (subject to certain exceptions as defined in the Issuer's Certificate of Incorporation).

F4: Granted pursuant to the 2014 Equity Incentive Plan.

F5: Vests in three equal annual installments commencing on the first anniversary of the grant date.

F6: Granted pursuant to 2009 Unit Incentive Plan.

F7: Vests as to 25% of the shares on the first anniversary of the grant date and as to 6.25% of the shares at the end of each three-month period thereafter.