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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TROM JEFF D.

(Last)

(First)

(Middle)

2900 UNIVERSITY BOULEVARD

(Street)

AMES

50010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WORKIVA INC [ WK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive VP & CTO

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/25/2020		S⁽¹⁾		6,735	D	$74.62⁽²⁾	43,265	I	By revocable trust
Class A Common Stock	11/25/2020		S⁽¹⁾		13,914	D	$75.49⁽³⁾	29,351	I	By revocable trust
Class A Common Stock	11/25/2020		S⁽¹⁾		4,351	D	$76.05⁽⁴⁾	25,000	I	By revocable trust
Class A Common Stock								268,127	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,149,645		1,149,645	I	By revocable trust
Class B Common Stock⁽⁵⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	328,402		328,402	I	By charitable remainder trust
Employee Stock Option to Purchase Class A Common Stock⁽⁶⁾	$12.4							02/01/2018⁽⁷⁾	01/31/2027	Class A Common Stock	25,215		25,215	D
Employee Stock Option to Purchase Class A Common Stock⁽⁶⁾	$14.74							02/01/2017⁽⁷⁾	01/31/2026	Class A Common Stock	21,212		21,212	D
Employee Stock Option to Purchase Class A Common Stock⁽⁸⁾	$15.83							08/12/2015⁽⁹⁾	08/11/2024	Class A Common Stock	178,200		178,200	D

Explanation of Responses:

1. 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 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.

2. The price reported in Column 4 is a weighted-average price. The price actually received ranges from $73.96 to $74.92. 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.

3. The price reported in Column 4 is a weighted-average price. The price actually received ranges from $74.96 to $75.95. 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.

4. The price reported in Column 4 is a weighted-average price. The price actually received ranges from $75.96 to $76.22. 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.

5. 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).

6. Granted pursuant to the 2014 Equity Incentive Plan.

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

8. Granted pursuant to 2009 Unit Incentive Plan.

9. 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.

Remarks:

	/s/ Brandon E. Ziegler as attorney-in-fact for Jeffrey D. Trom	11/27/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.