UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Workiva Inc.
(Name of Issuer)
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Class A Common Stock
(Title of Class of Securities)
98139A105
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
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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)
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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.
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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).
CUSIP No. 98139A105
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1.
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Names of Reporting Persons
William E. Oberndorf
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
0
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6.
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Shared Voting Power
705,623 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
705,623 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
705,623
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented By Amount in Row (9)
2.1% (2)
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12.
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Type of Reporting Person (See Instructions)
(IN)
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_______________
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Of these shares, 672,246 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, 14,800 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as an authorized signatory for the account of Peter C. Oberndorf, 109 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, 5,918 shares may be deemed to be beneficially owned by William E. Oberndorf solely in his capacity as an authorized
signatory for the account of William 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.
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| (2) |
Based on 34,126,724 shares of Class A common stock outstanding as of November 5, 2018.
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CUSIP No. 98139A105
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1.
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Names of Reporting Persons
Oberndorf Investments LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
672,246 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
672,246 (1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
672,246
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented By Amount in Row (9)
2.0% (2)
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12.
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Type of Reporting Person (See Instructions)
(OO) – limited liability company
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_______________
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Power is exercised through William E. Oberndorf as the sole member of the manager of Oberndorf Investments LLC.
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| (2) |
Based on 34,126,724 shares of Class A common stock outstanding as of November 5, 2018.
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CUSIP No. 98139A105
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1.
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Names of Reporting Persons
Peter C. Oberndorf
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
0
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6.
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Shared Voting Power
14,800 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
14,800 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,800
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented By Amount in Row (9)
**0.1% (2)
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12.
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Type of Reporting Person (See Instructions)
(IN)
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_______________
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William E. Oberndorf is an authorized signatory for the account of Peter C. Oberndorf.
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| (2) |
Based on 34,126,724 shares of Class A common stock outstanding as of November 5, 2018.
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Denotes less than.
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CUSIP No. 98139A105
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1.
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Names of Reporting Persons
Caroline G. Oberndorf
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
0
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6.
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Shared Voting Power
109 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
109 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
109
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented By Amount in Row (9)
**0.1% (2)
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12.
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Type of Reporting Person (See Instructions)
(IN)
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_______________
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William E. Oberndorf is an authorized signatory for the account of Caroline G. Oberndorf.
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| (2) |
Based on 34,126,724 shares of Class A common stock outstanding as of November 5, 2018.
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Denotes less than.
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CUSIP No. 98139A105
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1.
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Names of Reporting Persons
William Oberndorf
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
0
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6.
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Shared Voting Power
5,918 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
5,918 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,918
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented By Amount in Row (9)
**0.1% (2)
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12.
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Type of Reporting Person (See Instructions)
(IN)
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_______________
| (1) |
William E. Oberndorf is an authorized signatory for the account of William Oberndorf.
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| (2) |
Based on 34,126,724 shares of Class A common stock outstanding as of November 5, 2018.
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Denotes less than.
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CUSIP No. 98139A105
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1.
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Names of Reporting Persons
Betty Jane Weimer
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
0
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6.
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Shared Voting Power
12,550 (1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
12,550 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,550
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented By Amount in Row (9)
**0.1% (2)
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12.
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Type of Reporting Person (See Instructions)
(IN)
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_______________
| (1) |
William E. Oberndorf is an authorized signatory for the account of Betty Jane Weimer.
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| (2) |
Based on 34,126,724 shares of Class A common stock outstanding as of November 5, 2018.
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Denotes less than.
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| Item 1. (a) |
Name of Issuer
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Workiva Inc.
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Address of Issuer’s Principal Executive Offices
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2900 University Blvd.
Ames, IA 50010
Ames, IA 50010
| Item 2. (a) |
Name of Person Filing
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William E. Oberndorf (“WEO”), Oberndorf Investments LLC, a Delaware limited liability
company (“OBI”), Peter C. Oberndorf (“PCO”), Caroline G. Oberndorf (“CGO”), William Oberndorf (“WO”) and Betty Jane Weimer (“BJW”). WEO, OBI, PCO, CGO, WO 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.
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Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons
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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.
PCO’s address is 615 Front Street, San Francisco, CA 94111. PCO is a citizen of the United
States of America.
CGO’s address is 615 Front Street, San Francisco, CA 94111. CGO is a citizen of the United
States of America.
WO’s address is 615 Front Street, San Francisco, CA 94111. WO is a citizen of the United
States of America.
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
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Class A common stock
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CUSIP Number:
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98139A105
| Item 3. |
Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
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Not Applicable.
| Item 4. |
Ownership.
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Provide the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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(b)
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(a)
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(c)(i)
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(c)(ii)
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(c)(iii)
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(c)(iv)
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Class A Common Stock
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Voting Power
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Disposition Power
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Reporting Persons
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Percent of Class
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Amount Beneficially Owned
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Sole
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Shared
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Sole
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Shared
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William E. Oberndorf
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2.1%
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705,623
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0
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705,623
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0
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705,623
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Oberndorf Investments LLC
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2.0%
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672,246
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672,246
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0
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672,246
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0
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Peter C. Oberndorf
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**0.1%
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14,800
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0
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14,800
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0
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14,800
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Caroline G. Oberndorf
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**0.1%
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109
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0
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109
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0
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109
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William Oberndorf
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**0.1%
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5,918
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0
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5,918
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0
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5,918
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Betty Jane Weimer
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**0.1%
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12,550
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0
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12,550
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0
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12,550
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** Denotes less than
The foregoing percentages are based on 34,126,724 shares of Class A
common stock outstanding as of November 5, 2018 as set forth in Workiva Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed with the Securities and Exchange Commission on November 7, 2018.
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.
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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.
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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.
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Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not Applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not Applicable.
| Item 10. |
Certification.
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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.
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.
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February 14, 2019
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/s/ Gary Scheier
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Signature
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Gary Scheier
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Attorney-in-fact for:
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William E. Oberndorf (1)
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Oberndorf Investments LLC (1)
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Peter C. Oberndorf (1)
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Caroline G. Oberndorf (1)
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William Oberndorf (2)
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Betty Jane Weimer (1)
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(1)
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Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity was previously filed.
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(2)
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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
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Exhibit
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Document Description
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A
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Agreement Pursuant to Rule 13d-1(k)
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B
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Power of Attorney
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Exhibit A
Pursuant to Rule 13d-1(k) or Regulation 13D-G of the General Rule and Regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in capacities set forth below.
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February 14, 2019
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/s/ Gary Scheier
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Signature
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Gary Scheier
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Attorney-in-fact for:
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William E. Oberndorf (1)
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Oberndorf Investments LLC (1)
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Peter C. Oberndorf (1)
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Caroline G. Oberndorf (1)
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William Oberndorf (2)
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Betty Jane Weimer (1)
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(1)
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A Power of Attorney authorizing Gary Scheier to act on behalf of this person or entity was previously filed.
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(2)
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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 B
POWER OF ATTORNEY
Know all by these presents, that William Oberndorf (the “Grantor”) has made, constituted and appointed, and by these presents does
make, constitute and appoint each of William E. Oberndorf, Gary Scheier and Richard Surratt (each, an “Attorney”), the true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, of the Grantor, for and in
Grantor’s name, place and stead, in any and all capacities, to do all or any of the following acts, matters and things:
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To sign on behalf of the Grantor statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto pursuant to Section 13(d) or Section 16 under the
Securities Exchange Act of 1934.
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| (2) |
To do all such other acts and things as, in such Attorney’s discretion, he deems appropriate or desirable for the purpose of filing such statements on Schedule 13D
or 13G or Forms 3, 4 and 5, or amendments thereto.
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| (3) |
To appoint in writing one or more substitutes who shall have the power to act on behalf of the Grantor as if that substitute or those substitutes shall have been
originally appointed Attorney(s) by this Power of Attorney and/or to revoke any such appointment at any time without assigning any reason therefor.
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The Grantor hereby ratifies and confirms all that said agents and attorneys-in-fact or any substitute or substitutes may lawfully
do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing.
The words Grantor and Attorney shall include all grantors and attorneys under this Power of Attorney.
IN WITNESS WHEREOF, Grantor duly assents to this Power of Attorney by his signature as of the 25th day of January,
2019. The Power of Attorney shall remain in full force and effect until the undersigned is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 and the rules thereunder, unless earlier revoked by the undersigned
in a signed writing delivered to the attorney-in-fact.
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William Oberndorf
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By:
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/s/ William Oberndorf
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