WORKIVA INC — Major Shareholding Notification 2016

Nov 18, 2016

SC 13G 1 d479979dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Workiva Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

98139A105

(CUSIP Number)

November 10, 2016

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 98139A105

| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William E. Oberndorf | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ | | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization USA | | | Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 581,900(1) | | | 6. | Shared Voting Power 1,673,776(2) | | | 7. | Sole Dispositive Power 581,900(1) | | | 8. | Shared Dispositive Power 1,673,776(2) | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,255,676 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | | | 11. | Percent of Class Represented by Amount in Row (9) 7.5%(3) | | | 12. | Type of Reporting Person (See Instructions) (IN) | |

(1) Of these shares, 550,000 shares are held in William E. Oberndorf’s Individual Retirement Account, which is self directed, 19,000 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as trustee for the Peter Oberndorf Irrevocable Trust, dated 6/30/89, and 12,900 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as trustee for the William E. Oberndorf Irrevocable Trust, dated 6/30/89.

(2) Of these shares, 1,660,976 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as the sole controlling person of Oberndorf Investments LLC, 250 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as an authorized signatory for the account of Caroline G. Oberndorf and 12,550 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as an authorized signatory for the account of Betty Jane Weimer.

(3) Based on 30,248,470 shares of Class A common stock outstanding as of November 7, 2016.

2

CUSIP No. 98139A105

| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Oberndorf Investments LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ | | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization Delaware | | | Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 1,660,976(1) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 1,660,976(1) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,660,976 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | | | 11. | Percent of Class Represented by Amount in Row (9) 5.5%(2) | | | 12. | Type of Reporting Person (See Instructions) (OO) – limited liability company | |

(1) Power is exercised through William E. Oberndorf as the sole member of the manager of Oberndorf Investments LLC.

(2) Based on 30,248,470 shares of Class A common stock outstanding as of November 7, 2016.

3

CUSIP No. 98139A105

| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Peter C. Oberndorf | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ | | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization USA | | | Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 1,300(1) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 1,300(1) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,300 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | | | 11. | Percent of Class Represented by Amount in Row (9) **0.1%(2) | | | 12. | Type of Reporting Person (See Instructions) (IN) | |

(1) Of these shares, 455 shares are held in Peter C. Oberndorf’s Individual Retirement Account, which is self-directed, and 845 shares are held in a brokerage account for Peter C. Oberndorf’s benefit.

(2) Based on 30,248,470 shares of Class A common stock outstanding as of November 7, 2016.

** Denotes less than.

4

CUSIP No. 98139A105

| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Peter Oberndorf Irrevocable Trust, dated 6/30/89 | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ | | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization USA | | | Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 19,000(1) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 19,000(1) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 19,000 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | | | 11. | Percent of Class Represented by Amount in Row (9) **0.1%(2) | | | 12. | Type of Reporting Person (See Instructions) (OO) | |

(1) Power is executed through its trustee, William E. Oberndorf.

(2) Based on 30,248,470 shares of Class A common stock outstanding as of November 7, 2016.

** Denotes less than.

5

CUSIP No. 98139A105

| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Caroline G. Oberndorf | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ | | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization USA | | | Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 250(1) | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 250(1) | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 250 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | | | 11. | Percent of Class Represented by Amount in Row (9) **0.1%(2) | | | 12. | Type of Reporting Person (See Instructions) (IN) | |

(1) William E. Oberndorf is an authorized signatory for the account of Caroline G. Oberndorf.

(2) Based on 30,248,470 shares of Class A common stock outstanding as of November 7, 2016.

** Denotes less than.

6

CUSIP No. 98139A105

| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William E. Oberndorf Irrevocable Trust, dated 6/30/89 | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ | | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization USA | | | Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 12,900(1) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 12,900(1) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 12,900 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | | | 11. | Percent of Class Represented by Amount in Row (9) **0.1%(2) | | | 12. | Type of Reporting Person (See Instructions) (OO) | |

(1) Power is executed through its trustee, William E. Oberndorf.

(2) Based on 30,248,470 shares of Class A common stock outstanding as of November 7, 2016.

** Denotes less than.

7

CUSIP No. 98139A105

| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Betty Jane Weimer | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ | | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization USA | | | Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | | | 6. | Shared Voting Power 12,550(1) | | | 7. | Sole Dispositive Power 0 | | | 8. | Shared Dispositive Power 12,550(1) | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 12,550 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | | | 11. | Percent of Class Represented by Amount in Row (9) **0.1%(2) | | | 12. | Type of Reporting Person (See Instructions) (IN) | |

(1) William E. Oberndorf is an authorized signatory for the account of Betty Jane Weimer.

(2) Based on 30,248,470 shares of Class A common stock outstanding as of November 7, 2016.

** Denotes less than.

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Item 1.	(a)	Name of Issuer
		Workiva Inc.
	(b)	Address of Issuer’s Principal Executive Offices
		2900 University Blvd. Ames, IA
50010
Item 2.	(a)	Name of Person Filing
		William E. Oberndorf (“WEO”), Oberndorf Investments LLC, a Delaware limited liability company (“OBI”), Peter C.
Oberndorf (“PCO”), Peter Oberndorf Irrevocable Trust, dated 6/30/89 (“PCO Trust”), Caroline G. Oberndorf (“CGO”), the William E. Oberndorf Irrevocable Trust, dated 6/30/89 (“Oberndorf Irrevocable Trust”) and
Betty Jane Weimer (“BJW”). WEO, OBI, PCO, PCO Trust, CGO, Oberndorf Irrevocable Trust and BJW are sometimes hereinafter referred to as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to
constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission
by the Reporting Persons that a group exists.
	(b), (c)	Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons
		The principal business address of WEO is 615 Front Street, San Francisco, CA 94111. WEO is a citizen of the United States of America. The principal business address of OBI is 615 Front Street, San Francisco, CA 94111. OBI is
a Delaware limited liability company. The principal business address of PCO is 615
Front Street, San Francisco, CA 94111. PCO is a citizen of the United States of America. The principal business address of PCO Trust is 615 Front Street, San Francisco, CA 94111. PCO Trust is a trust, established for the benefit of WEO’s son,
PCO. WEO is the trustee of PCO Trust. Certain information with respect to WEO is set forth above. CGO’s address is 615 Front Street, San Francisco, CA 94111. CGO is a citizen of the United States of America. The principal business address of Oberndorf Irrevocable Trust is 615 Front Street, San
Francisco, CA 94111. Oberndorf Irrevocable Trust is a trust, established for the benefit of WEO’s son, William E. Oberndorf. WEO is the trustee of Oberndorf Irrevocable Trust. Certain information with respect to WEO is set forth above. BJW’s address is 615 Front Street, San Francisco, CA 94111. BJW is a citizen of the
United States of America.
	(d)	Title of Class of Securities
		Class A common stock
	(e)	CUSIP Number:
		98139A105
Item 3.	Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
	Not Applicable.

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Item 4.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(b)	(a)	(c)(i)	(c)(ii)	(c)(iii)	(c)(iv)
			Class A Common Stock
			Voting Power		Disposition Power
Reporting Persons	Percent of Class	Amount Beneficially Owned	Sole	Shared	Sole	Shared
William E. Oberndorf	7.5 %	2,255,676	581,900	1,673,776	581,900	1,673,776
Oberndorf Investments LLC	5.5 %	1,660,976	1,660,976	0	1,660,976	0
Peter C. Oberndorf	**0.1 %	1,300	1,300	0	1,300	0
Peter Oberndorf Irrevocable Trust, dated 6/30/89	**0.1 %	19,000	19,000	0	19,000	0
Caroline G. Oberndorf	**0.1 %	250	0	250	0	250
William E. Oberndorf Irrevocable Trust, dated 6/30/89	**0.1 %	12,900	12,900	0	12,900	0
Betty Jane Weimer	**0.1 %	12,550	0	12,550	0	12,550

** Denotes less than

| | The foregoing percentages are based on 30,248,470 shares of Class A common stock outstanding as of November 7, 2016 as set forth in Workiva Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the Securities and Exchange Commission on November 9, 2016. | | --- | --- | | | Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1). | | Item 5. | Ownership of Five Percent or Less of a Class. | | | If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | | | Instruction. Dissolution of a group requires a response to this item. | | Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | | | No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, or other proceeds from the sale of, the Class A common stock held by the Reporting Persons. | | Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | | | Not Applicable. | | Item 8. | Identification and Classification of Members of the Group. | | | Not Applicable. | | Item 9. | Notice of Dissolution of Group. | | | Not Applicable. | | Item 10. | Certification. | | | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 18, 2016
/s/ Gary Scheier
Signature
Gary Scheier
Attorney-in-fact for:
William E. Oberndorf(1)
Oberndorf Investments LLC(1)
Peter C. Oberndorf(1)
Peter Oberndorf Irrevocable Trust, dated 6/30/89(1)
Caroline G. Oberndorf(1)
William E. Oberndorf Irrevocable Trust, dated 6/30/89(1)
Betty Jane Weimer(1)
(1) A Power of Attorney authorizing Gary Scheier to act on behalf of
this person or entity is filed as Exhibit B.

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EXHIBIT INDEX

Exhibit	Document Description
A	Agreement Pursuant to Rule 13d-1(k)
B	Power of Attorney