WORKIVA INC — Director's Dealing 2021

Apr 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WORKIVA INC (WK)
CIK: 0001445305
Period of Report: 2021-04-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-23	Class A Common Stock	S	24195	$96.09	Disposed	50805	Indirect
2021-04-23	Class A Common Stock	S	805	$96.68	Disposed	50000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-23	Class B Common Stock	$	G	171000	Disposed		Class A Common Stock (171000.0)	Indirect
2021-04-23	Class B Common Stock	$	G	57000	Acquired		Class A Common Stock (57000.0)	Indirect
2021-04-23	Class B Common Stock	$	G	57000	Acquired		Class A Common Stock (57000.0)	Indirect
2021-04-23	Class B Common Stock	$	G	57000	Acquired		Class A Common Stock (57000.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	270976	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 (159592.0)	159592	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 December 15, 2020 in accordance with Rule 10b5-1 of Securities Exchange Act of 1934, as amended. This Rule 10b5-1 plan provides for fixed sales of a total of up to 300,000 shares of stock options and Class A Common Stock through January 2022.

F2: The price reported in Column 4 is a weighted-average price. The price actually received ranges from $95.63 to $96.62. 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: The price reported in Column 4 is a weighted-average price. The price actually received ranges from $96.65 to $96.78. 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.

F4: 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).

F5: On April 23, 2021, the reporting person contributed 57,000 shares of indirectly owned Class B Common Stock to separate irrevocable trusts for the benefit of each of his three children, who share the reporting person's household. The reporting person's sister is the trustee of each irrevocable trust.

F6: Granted pursuant to the 2014 Equity Incentive Plan.

F7: Vests in three equal annual installments commencing on the first anniversary of the grant date.

F8: Granted pursuant to 2009 Unit Incentive Plan.

F9: 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.