Statement of Changes in Beneficial Ownership (4)
August 20 2021 - 8:09AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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VANDERPLOEG MARTIN J. |
2. Issuer Name and Ticker or Trading Symbol
WORKIVA INC
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WK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
2900 UNIVERSITY BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/18/2021 |
(Street)
AMES, IA 50010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 8/18/2021 | | S(1) | | 3775 | D | $134.47 (2) | 234776 | I | By living trust |
Class A Common Stock | 8/18/2021 | | S(1) | | 12000 | D | $135.34 (3) | 222776 | I | By living trust |
Class A Common Stock | 8/18/2021 | | S(1) | | 1725 | D | $136.04 (4) | 221051 | I | By living trust |
Class A Common Stock | 8/19/2021 | | S(1) | | 4467 | D | $132.59 (5) | 216584 | I | By living trust |
Class A Common Stock | 8/19/2021 | | S(1) | | 6939 | D | $133.55 (6) | 209645 | I | By living trust |
Class A Common Stock | 8/19/2021 | | S(1) | | 3586 | D | $134.86 (7) | 206059 | I | By living trust |
Class A Common Stock | 8/19/2021 | | S(1) | | 2508 | D | $135.41 (8) | 203551 | I | By living trust |
Class A Common Stock | | | | | | | | 357701 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock (9) | (9) | | | | | | | (9) | (9) | Class A Common Stock | 1177011.0 | | 1177011 | I | By living trust |
Class B Common Stock (9) | (9) | | | | | | | (9) | (9) | Class A Common Stock | 889020.0 | | 889020 | I | By charitable remainder trust |
Employee Stock Option to Purchase Class A Common Stock (10) | $12.4 | | | | | | | 2/1/2018 (11) | 1/31/2027 | Class A Common Stock | 200204.0 | | 200204 | D | |
Employee Stock Option to Purchase Class A Common Stock (10) | $14.74 | | | | | | | 2/1/2017 (11) | 1/31/2026 | Class A Common Stock | 168421.0 | | 168421 | D | |
Employee Stock Option to Purchase Class A Common Stock (12) | $15.83 | | | | | | | 8/12/2015 (13) | 8/11/2024 | Class A Common Stock | 133650.0 | | 133650 | 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 March 16, 2021 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 315,000 shares of Class A Common Stock through January 2022. |
(2) | The price reported in Column 4 is a weighted-average price. The price actually received ranges from $133.87 to $134.86. 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 $134.88 to $135.86. 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 $135.88 to $136.28. 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) | The price reported in Column 4 is a weighted-average price. The price actually received ranges from $132.09 to $133.07. 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. |
(6) | The price reported in Column 4 is a weighted-average price. The price actually received ranges from $133.09 to $134.08. 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. |
(7) | The price reported in Column 4 is a weighted-average price. The price actually received ranges from $134.22 to $135.19. 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. |
(8) | The price reported in Column 4 is a weighted-average price. The price actually received ranges from $135.22 to $135.58. 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. |
(9) | 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). |
(10) | Grant of stock option pursuant to the 2014 Equity Incentive Plan. |
(11) | Vests in three equal annual installments commencing on the first anniversary of the grant date. |
(12) | Granted pursuant to 2009 Unit Incentive Plan. |
(13) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
VANDERPLOEG MARTIN J. 2900 UNIVERSITY BOULEVARD AMES, IA 50010 | X |
| President & CEO |
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Signatures
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/s/ Brandon E. Ziegler as attorney-in-fact for Martin J. Vanderploeg | | 8/20/2021 |
**Signature of Reporting Person | Date |
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