SEC Form 4 · accession 0001209191-15-054745
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gordon Ritter
Director
Period of report
Jun 16, 2015
Accepted (ET)
Jun 18, 2015 · 5:29 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 StockF2,F3 | Jun 16, 2015 | S | 2,300 | $26.8383 | D | 345,747 | I | By the Ritter-Metzler Revocable Trust dated November 6, 2000 |
| Class A Common StockF4,F3 | Jun 17, 2015 | S | 2,300 | $27.1089 | D | 343,447 | I | By the Ritter-Metzler Revocable Trust dated November 6, 2000 |
| Class A Common StockF6 | Jun 16, 2015 | C | 1,500,000 | $0.00 | A | 1,500,000 | I | By Emergence Capital Partners II, L.P. |
| Class A Common StockF6 | Jun 16, 2015 | S | 1,500,000 | $26.17 | D | 0 | I | By Emergence Capital 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 StockF6,F7 | — | Jun 16, 2015 | C | 1,500,000 | D | — | — | Class A Common Stock | 1,500,000 | 13,950,000 | 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.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.7100 to $26.9200 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).
- F3Shares held by The Ritter-Metzler Revocable Trust dated November 6, 2000 (the "Trust"). The Reporting Person is a trustee and beneficiary of the Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the Trust. The Reporting Person disclaims beneficial ownership of the reported shares held by the Trust, except to the extent, if any, of his pecuniary interest therein.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.8600 to $27.2700 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 (4).
- F5Each share of Class A Common Stock was issued upon conversion of one (1) share of Class B Common Stock.
- F6Shares held directly by Emergence Capital Partners II, L.P. ("Emergence"). The sole general partner of Emergence is Emergence Equity Partners II, L.P. ("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"), and each of EEP II and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by Emergence. Mr. Gordon Ritter, a partner EEP II and a member of EGP, serves as a representative of the Emergence Entities on the Issuer's board of directors. The Reporting Person disclaims beneficial ownership of the reported shares held by Emergence except to the extent of his pecuniary interest therein, if any, by virtue of the limited liability company interests he ows in EGP and the partnership interests he owns in EEP II.
- F7Each 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.