SEC Form 4 · accession 0001209191-15-038513
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Armenante
Director · 10% Owner
Period of report
Apr 30, 2015
Accepted (ET)
May 4, 2015 · 5:32 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 | Apr 30, 2015 | C | 25,000 | $0.00 | A | 25,000 | D | |
| Class A Common StockF2 | Apr 30, 2015 | S | 25,000 | $26.7032 | D | 0 | D | |
| Class A Common Stock | May 1, 2015 | C | 25,000 | $0.00 | A | 25,000 | D | |
| Class A Common StockF3 | May 1, 2015 | S | 25,000 | $26.9455 | D | 0 | D | |
| Class A Common StockF4 | Apr 30, 2015 | C | 2,500 | $0.00 | A | 2,500 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF5,F4 | Apr 30, 2015 | S | 2,500 | $26.6852 | D | 0 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF4 | May 1, 2015 | C | 2,500 | $0.00 | A | 2,500 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF6,F4 | May 1, 2015 | S | 2,500 | $26.9432 | D | 0 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF7 | Apr 30, 2015 | C | 2,500 | $0.00 | A | 2,500 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF8,F7 | Apr 30, 2015 | S | 2,500 | $26.6832 | D | 0 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF7 | May 1, 2015 | C | 2,500 | $0.00 | A | 2,500 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF9,F7 | May 1, 2015 | S | 2,500 | $26.9424 | D | 0 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
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 StockF10 | — | Apr 30, 2015 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 9,075,000 | D |
| Class B Common StockF10 | — | May 1, 2015 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 9,050,000 | D |
| Class B Common StockF4,F10 | — | Apr 30, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 800,500 | I |
| Class B Common StockF4,F10 | — | May 1, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 798,000 | I |
| Class B Common StockF7,F10 | — | Apr 30, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 800,500 | I |
| Class B Common StockF7,F10 | — | May 1, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 798,000 | I |
Explanation of responses
- F1The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
- F10Each 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.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.4000 to $27.1500 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.6300 to $27.1300 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 (3).
- F4Shares held by the Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (the "Mark Armenante GRAT"). The Reporting Person is a trustee and beneficiary of the Mark Armenante GRAT, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Mark Armenante GRAT.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.4900 to $26.9100 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 (5).
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.7100 to $27.1000 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 (6).
- F7Shares held by the Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (the "Elizabeth Armenante GRAT"). The Reporting Person is a trustee and family member of Elizabeth Armenante, the beneficiary of the Elizabeth Armenante GRAT, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Elizabeth Armenante GRAT.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.4900 to $26.9100 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 (8).
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.7100 to $27.1000 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 (9).