0001013631-20-000003.txt : 20200213 0001013631-20-000003.hdr.sgml : 20200213 20200213164715 ACCESSION NUMBER: 0001013631-20-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORKIVA INC CENTRAL INDEX KEY: 0001445305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 472509828 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88683 FILM NUMBER: 20611502 BUSINESS ADDRESS: STREET 1: 2900 UNIVERSITY BLVD. CITY: AMES STATE: IA ZIP: 50010 BUSINESS PHONE: (515) 817-6100 MAIL ADDRESS: STREET 1: 2900 UNIVERSITY BLVD. CITY: AMES STATE: IA ZIP: 50010 FORMER COMPANY: FORMER CONFORMED NAME: WORKIVA INC. DATE OF NAME CHANGE: 20141212 FORMER COMPANY: FORMER CONFORMED NAME: WORKIVA LLC DATE OF NAME CHANGE: 20140701 FORMER COMPANY: FORMER CONFORMED NAME: WEBFILINGS LLC DATE OF NAME CHANGE: 20091013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIZAI MATTHEW M CENTRAL INDEX KEY: 0001013631 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 2900 UNIVERSITY BLVD. CITY: AMES STATE: IA ZIP: 50010 SC 13G/A 1 sc13g-rizai2020.htm SC 13G/A Document


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

SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
Workiva Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
98139A105
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
ý
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 the disclosures provided in a prior cover page.
 
The information required in 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
 
 
1.
Name of Reporting Person:
Matthew M. Rizai
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)
 
o
 
 
(b)
 
o
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization:
United States of America
 
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
 
Sole Voting Power:
3,360,816 (1)
 
6.
 
Shared Voting Power:
-0-
 
7.
 
Sole Dispositive Power:
2,173,262 (1)
 
8.
 
Shared Dispositive Power:
885,109 (1)
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
3,360,816 (1)(2)
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
 
11.
Percent of Class Represented by Amount in Row (9):
8.2% (1)(3)
 
 
12.
Type of Reporting Person (See Instructions):
IN
 
(1)    Shares owned include Class B common stock, as described below. Each share of Class B common stock is convertible at the option of the holder into one share of Class A common stock. Assumes conversion of all shares of Class B common stock beneficially owned by Mr. Rizai into shares of Class A common stock.
 
(2)   Shares owned consist of (i) 1,292,058 shares of Class B common stock owned by Matthew Rizai TR UA DTD 03/04/1996 Matthew Rizai Revocable Trust; (ii) 260,011 shares of Class A common stock and 32,783 shares of Class B common stock owned directly by Mr. Rizai; (iii) 885,109 shares of Class B common stock owned by Mr. Rizai and Svetlana Skopcenko as trustees u/a dated August 7, 2013 creating Marital Trust, of which Mr. Rizai has sole voting power and Mr. Rizai and Ms. Skopcenko have shared dispositive power; (iv) 41,585 shares of Class A common stock owned by Matthew Rizai TR UA DTD 03/04/1996 Matthew Rizai Revocable Trust; (v) 546,825 shares of Class A common stock that may be acquired within 60 days of this Statement upon the exercise of outstanding options; and (vi) 302,445 shares of Class B common stock owned by family trusts of which Barbara Schlaff is the trustee and has entered into an irrevocable proxy under which she has granted sole voting power to Mr. Rizai for so long as the family trusts hold such shares. Ms. Schlaff has sole dispositive power as to such shares.

(3)   Based on 38,043,444 shares of Class A common stock outstanding as of December 31, 2019, plus the number of shares of Class B common stock beneficially owned by Mr. Rizai and shares of Class A common stock that may be acquired by Mr. Rizai within 60 days upon the exercise of outstanding options, which are treated as converted into Class A common stock or exercised, as applicable, only for the purpose of computing the percentage ownership of Mr. Rizai. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. There were 8,595,596 shares of Class B common stock outstanding as of December 31, 2019, as reported by the issuer to the reporting person, including the 2,512,395 shares of Class B common stock beneficially owned by Mr. Rizai. The percentage reported does not reflect the ten for one voting power of the Class B common stock.

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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:
Matthew M. Rizai
 
(b)
Address of Principal Business Office or, if none, Residence:
c/o Workiva Inc.
2900 University Blvd
Ames, IA 50010
 
(c)
Citizenship:
United States of America
 
(d)
Title of Class of Securities:
Class A Common Stock
 
(e)
CUSIP Number:
98139A105
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
 
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C 78c).
 
 
 
 
 
(b)
o
Bank as defined in section 3(a) (6) of the Act (15 U.S.C 78c).
 
 
 
 
 
(c)
o
Insurance company as defined in section 3(a) (19) of the Act (15 U.S.C 78c).
 
 
 
 
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
 
 
 
 
(e)
o
Investment adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E);
 
 
 
 
 
(f)
o
Employee benefit plan or endowment fund in accordance with SS 240. 13d-1(b) (ii) (F);
 
 
 
 
 
(g)
o
Parent holding company or control person in accordance with SS.SS.240. 13d-1(b) (ii) (G);
 
 
 
 
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
 
 
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c) (14) of the Investment Company Act of 1940 (15 U.S.C 80a-3);
 
 
 
 
 
(j)
o
Group, in accordance with SS 240. 13d-1(b) (1) (ii) (J);



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Item 4.
Ownership
 
 
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned:    
3,360,816 (1)(2)
 
(b)
Percent of class:   
8.2% (1)(3)
 
(c)
Number of shares as to which the person has:
 
 
 
(i)
Sole power to vote or to direct the vote   
3,360,816 (1)
 
 
(ii)
Shared power to vote or to direct the vote    
-0-
 
 
(iii)
Sole power to dispose or to direct the disposition of   
2,173,262 (1)
 
 
(iv)
Shared power to dispose or to direct the disposition of   
885,109 (1)
 

(1)    Shares owned include Class B common stock, as described below. Each share of Class B common stock is convertible at the option of the holder into one share of Class A common stock. Assumes conversion of all shares of Class B common stock beneficially owned by Mr. Rizai into shares of Class A common stock.
 
(2)   Shares owned consist of (i) 1,292,058 shares of Class B common stock owned by Matthew Rizai TR UA DTD 03/04/1996 Matthew Rizai Revocable Trust; (ii) 260,011 shares of Class A common stock and 32,783 shares of Class B common stock owned directly by Mr. Rizai; (iii) 885,109 shares of Class B common stock owned by Mr. Rizai and Svetlana Skopcenko as trustees u/a dated August 7, 2013 creating Marital Trust, of which Mr. Rizai has sole voting power and Mr. Rizai and Ms. Skopcenko have shared dispositive power; (iv) 41,585 shares of Class A common stock owned by Matthew Rizai TR UA DTD 03/04/1996 Matthew Rizai Revocable Trust; (v) 546,825 shares of Class A common stock that may be acquired within 60 days of this Statement upon the exercise of outstanding options; and (vi) 302,445 shares of Class B common stock owned by family trusts of which Barbara Schlaff is the trustee and has entered into an irrevocable proxy under which she has granted sole voting power to Mr. Rizai for so long as the family trusts hold such shares. Ms. Schlaff has sole dispositive power as to such shares.

(3)   Based on 38,043,444 shares of Class A common stock outstanding as of December 31, 2019, plus the number of shares of Class B common stock beneficially owned by Mr. Rizai and shares of Class A common stock that may be acquired by Mr. Rizai within 60 days upon the exercise of outstanding options, which are treated as converted into Class A common stock or exercised, as applicable, only for the purpose of computing the percentage ownership of Mr. Rizai. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. There were 8,595,596 shares of Class B common stock outstanding as of December 31, 2019, as reported by the issuer to the reporting person, including the 2,512,395 shares of Class B common stock beneficially owned by Mr. Rizai. The percentage reported does not reflect the ten for one voting power of the Class B common stock.




 

4



Item 5.
Ownership of Five Percent or Less of a Class
 
 
 
Not Applicable
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
 
 
Not Applicable
 
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.
Certifications
 
 
 
Not Applicable
 

5




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.
 
Date: February 13, 2020
/s/ Matthew M. Rizai
 
Matthew M. Rizai

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