WORKIVA INC — Director's Dealing 2016

May 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORKIVA INC (WK)
CIK: 0001445305
Period of Report: 2016-05-12

Reporting Person: RIZAI MATTHEW M (Director, Chairman & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-12	Class A Common Stock	G	32783	—	Disposed	186491	Direct
2016-05-12	Class A Common Stock	G	32783	—	Acquired	182783	Indirect
2016-05-12	Class A Common Stock	C	242217	—	Acquired	425000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-12	Class B Common Stock	$	G	32783	Acquired		Class A Common Stock (32783.0)	Direct
2016-03-03	Class B Common Stock	$	G	36000	Disposed		Class A Common Stock (36000.0)	Indirect
2016-05-12	Class B Common Stock	$	C	242217	Disposed		Class A Common Stock (242217.0)	Indirect
2016-05-12	Class B Common Stock	$	G	32783	Disposed		Class A Common Stock (32783.0)	Indirect
2016-03-03	Class B Common Stock	$	G	24000	Acquired		Class A Common Stock (24000.0)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (662467.0)	662467	Indirect
Class B Common Stock	$		Class A Common Stock (885109.0)	885109	Indirect
Employee Stock Option to Purchase Class A Common Stock	$14.74	2026-02-01	Class A Common Stock (168421.0)	168421	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: Includes unvested restricted stock units.

F2: 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).

F3: Granted pursuant to 2014 Equity Incentive Plan.

F4: Vests in three equal annual installments commencing on the first anniversary of the grant date.

F5: Granted pursuant to 2009 Unit Incentive Plan.

F6: 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.