WORKIVA INC — Director's Dealing 2020

Oct 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORKIVA INC (WK)
CIK: 0001445305
Period of Report: 2020-10-26

Reporting Person: TROM JEFF D. (Executive VP & CTO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-26	Class A Common Stock	S	22106	$54.66	Disposed	2894	Indirect
2020-10-26	Class A Common Stock	S	2683	$55.68	Disposed	211	Indirect
2020-10-26	Class A Common Stock	S	211	$56.38	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	268127	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1199645.0)	1199645	Indirect
Class B Common Stock	$		Class A Common Stock (328402.0)	328402	Indirect
Employee Stock Option to Purchase Class A Common Stock	$12.4	2027-01-31	Class A Common Stock (25215.0)	25215	Direct
Employee Stock Option to Purchase Class A Common Stock	$14.74	2026-01-31	Class A Common Stock (21212.0)	21212	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 21, 2020 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. This Rule 10b5-1 plan provides for fixed sales of a total of up to 100,000 shares of Class A Common Stock through December 2020.

F2: The price reported in Column 4 is a weighted-average price. The price actually received ranges from $54.14 to $54.98. 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: Due to an administrative error, 50,000 shares were reported on September 3, 2020 as directly held instead of indirectly held through a revocable trust. 25,000 of those shares were subsequently sold on September 25, 2020.

F4: The price reported in Column 4 is a weighted-average price. The price actually received ranges from $55.23 to $55.91. 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.

F5: The price reported in Column 4 is a weighted-average price. The price actually received ranges from $56.38 to $56.39. 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.

F6: 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).

F7: Granted pursuant to the 2014 Equity Incentive Plan.

F8: Vests in three equal annual installments commencing on the first anniversary of the grant date.

F9: Granted pursuant to 2009 Unit Incentive Plan.

F10: 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.