SEC Form 4 · accession 0001209191-15-028579
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
EMERGENCE CAPITAL PARTNERS II LP
Director · 10% Owner
EMERGENCE EQUITY PARTNERS II, L.P.
Director · 10% Owner
EMERGENCE GP PARTNERS, LLC
Director · 10% Owner
Period of report
Mar 19, 2015
Accepted (ET)
Mar 23, 2015 · 5:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001393052
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Mar 19, 2015 | C | 3,000,000 | $0.00 | A | 0 | I | By Emergence Capital Partners II, L.P. |
| Class A Common StockF1,F2 | Mar 19, 2015 | J | 3,000,000 | $0.00 | D | 0 | I | By Emergence Capital Partners II, L.P. |
| Class A Common StockF2 | Mar 19, 2015 | J | 651,000 | $0.00 | D | 0 | I | By Emergence Equity Partners II, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F1,F4 | — | Mar 19, 2015 | C | 3,000,000 | D | — | — | Class A Common Stock | 3,000,000 | 15,450,000 | I |
Explanation of responses
- F1On March 19, 2015, Emergence Capital Partners II, L.P. ("Emergence") converted in the aggregate 3,000,000 shares of the Issuer's Class B Common Stock into 3,000,000 shares of the Issuer's Class A Common Stock. Subsequently, Emergence distributed in-kind, without consideration, all 3,000,000 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Emergence Equity Partners II, L.P. ("EEP II"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
- F2The sole general partner of Emergence is EEP II, and the sole general partner of EEP II is Emergence GP Partners, LLC ("EGP", and together with Emergence and EEP II, the "Emergence Entities"). Each of EEP II and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by Emergence, and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by EEP II. Mr. Gordon Ritter, a member of EGP and partner of EEP II, serves as a representative of the Emergence Entities on the Issuer's board of directors.
- F3On March 19, 2015, EEP II received 651,000 shares of the Issuer's Class A Common Stock as a result of the pro-rata in-kind distribution by Emergence for no consideration. EEP II then immediately distributed in-kind, without consideration, all 651,000 shares of Class A Common Stock pro-rata to its partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
- F4Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation. All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of class B Common Stock or (b) October 15, 2023.