WORKIVA INC — Director's Dealing 2016

Jan 21, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: WORKIVA INC (WK)
CIK: 0001445305
Period of Report: 2015-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-11	Class A Common Stock	C	150000	—	Acquired	150000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-17	Class B Common Stock	$	G	2077058	Disposed		Class A Common Stock (2077058.0)	Indirect
2015-04-17	Class B Common Stock	$	G	40000	Acquired		Class A Common Stock (40000.0)	Indirect
2015-04-17	Class B Common Stock	$	G	2017058	Acquired		Class A Common Stock (2017058.0)	Indirect
2015-11-11	Class B Common Stock	$	C	150000	Disposed		Class A Common Stock (150000.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	160000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option to Purchase Class A Common Stock	$15.83	2024-08-11	Class A Common Stock (178200.0)	178200	Direct
Class B Common Stock	$		Class A Common Stock (885109.0)	885109	Indirect
Class B Common Stock	$		Class A Common Stock (662467.0)	662467	Indirect

Footnotes

F1: Vests in three equal annual installments commencing on the first anniversary of the grant date.

F2: The Class B Common Stock was converted into Class A Common Stock on a 1-for-1 basis and had no expiration date.

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: Gift of Class B Common Stock to personal and family trusts.

F5: The reporting person no longer has a reportable beneficial interest in 30,815 shares of Class B Common Stock beneficially owned by his daughter and included in the reporting person's prior ownership reports.

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.