SEC Form 4 · accession 0001209191-15-054748
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
Jun 16, 2015
Accepted (ET)
Jun 18, 2015 · 5:30 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,F4 | Jun 16, 2015 | C | 1,500,000 | $0.00 | A | 1,500,000 | I | By Emergence Capital Partners II, L.P. |
| Class A Common StockF3,F4 | 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 StockF3,F4,F2 | — | Jun 16, 2015 | C | 1,500,000 | D | — | — | Class A Common Stock | 1,500,000 | 13,950,000 | I |
Explanation of responses
- F1Each share of Class A Common Stock was issued upon conversion of one (1) share of Class B Common Stock.
- F2Each 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.
- F3Shares 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. EEP II disclaims beneficial ownership of the securities owned directly by Emergence, and this report shall not be deemed as an admission that it is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in Emergence.
- F4(Continued from Footnote 4) EGP disclaims beneficial ownership of the securities owned directly by Emergence, and this report shall not be deemed as an admission that it is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in 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.