SEC Form 4 · accession 0001209191-15-052269
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy S Cabral
Officer — Chief Financial Officer
Period of report
Jun 10, 2015
Accepted (ET)
Jun 11, 2015 · 4:05 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 | Jun 10, 2015 | C | 32,000 | $0.00 | A | 32,566 | D | |
| Class A Common StockF3 | Jun 10, 2015 | S | 32,000 | $26.2409 | D | 566 | 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 purchase)F5,F4 | $3.92 | Jun 10, 2015 | M | 32,000 | D | — | Mar 9, 2023 | Class B Common Stock | 32,000 | 1,049,333 | D |
| Class B Common StockF6 | — | Jun 10, 2015 | A | 32,000 | A | — | — | Class A Common Stock | 32,000 | 232,000 | D |
| Class B Common StockF6 | — | Jun 10, 2015 | C | 32,000 | D | — | — | Class A Common Stock | 32,000 | 200,000 | D |
Explanation of responses
- F1566 of these shares were purchased pursuant to the Issuer's 2013 Employee Stock Purchase Plan ("ESPP") on June 13, 2014, and were purchased at $17.00 per share which is based on 85% of the offering price of the Issuer's Initial Public Offering.
- F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.1500 to $26.4800 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).
- F4The option shares are fully vested and may be exercised at any time.
- F5This reflects the number of outstanding options to purchase Class B Common Stock held by the Reporting Person, as adjusted by an amended Form 4 filed on April 22, 2015.
- F6Each 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 in effect after the closing of the IPO. 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.