SEC Form 4 · accession 0001209191-15-033252
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew J Wallach
Officer — President
Period of report
Mar 2, 2015
Accepted (ET)
Apr 8, 2015 · 7:28 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 Stock | Mar 2, 2015 | C | 60,289 | $0.00 | A | 60,289 | D | |
| Class A Common StockF2 | Mar 2, 2015 | S | 60,289 | $31.0244 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $3.92 | Mar 2, 2015 | M | 60,289 | D | — | Mar 9, 2023 | Class B Common Stock | 60,289 | 1,076,332 | D |
| Class B Common StockF5,F4 | — | Mar 2, 2015 | A | 60,289 | A | — | — | Class A Common Stock | 60,289 | 1,961,632 | D |
| Class B Common StockF6,F4 | — | Mar 2, 2015 | C | 60,289 | D | — | — | Class A Common Stock | 60,289 | 1,901,343 | D |
Explanation of responses
- F1The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.6800 to $31.3300 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).
- F3The option shares are fully vested and may be exercised at any time.
- 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, which occurs after the closing of the IPO, 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.
- F5Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 1,061,632 shares of Class B Common Stock held directly by the Reporting Person.
- F6Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 1,001,343 shares of Class B Common Stock held directly by the Reporting Person.