SEC Form 4 · accession 0001209191-15-056584

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

Jun 23, 2015

Accepted (ET)

Jun 25, 2015 · 8:32 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	Jun 23, 2015	C	25,000	$0.00	A	25,000	D
Class A Common Stock^F2	Jun 23, 2015	S	14,723	$28.1242	D	10,277	D
Class A Common Stock^F3	Jun 23, 2015	S	10,277	$28.3242	D	0	D
Class A Common Stock	Jun 24, 2015	C	25,000	$0.00	A	25,000	D
Class A Common Stock^F4	Jun 24, 2015	S	25,000	$28.0469	D	0	D
Class A Common Stock^F5	Jun 23, 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 Stock^F6,F5	Jun 23, 2015	S	2,500	$28.2248	D	0	I	By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F5	Jun 24, 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 Stock^F7,F5	Jun 24, 2015	S	2,500	$28.0331	D	0	I	By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F8	Jun 23, 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 Stock^F9,F8	Jun 23, 2015	S	2,500	$28.2262	D	0	I	By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F8	Jun 24, 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 Stock^F10,F8	Jun 24, 2015	S	2,500	$28.0218	D	0	I	By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F11	Jun 23, 2015	C	2,500	$0.00	A	2,500	I	By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F12,F11	Jun 23, 2015	S	2,500	$28.2276	D	0	I	By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F11	Jun 24, 2015	C	2,500	$0.00	A	2,500	I	By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F13,F11	Jun 24, 2015	S	2,500	$28.027	D	0	I	By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F14	Jun 23, 2015	C	2,500	$0.00	A	2,500	I	By Christina E. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F15,F14	Jun 23, 2015	S	2,500	$28.2262	D	0	I	By Christina E. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F14	Jun 24, 2015	C	2,500	$0.00	A	2,500	I	By Christina E. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F16,F14	Jun 24, 2015	S	2,500	$28.0264	D	0	I	By Christina E. Armenante Trust 2000 U/A dated July 14, 2000

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 Stock^F17	—	Jun 23, 2015	C	25,000	D	—	—	Class A Common Stock	25,000	8,875,000	D
Class B Common Stock^F17	—	Jun 24, 2015	C	25,000	D	—	—	Class A Common Stock	25,000	8,850,000	D
Class B Common Stock^F5,F17	—	Jun 23, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	780,500	I
Class B Common Stock^F5,F17	—	Jun 24, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	778,000	I
Class B Common Stock^F8,F17	—	Jun 23, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	780,500	I
Class B Common Stock^F8,F17	—	Jun 24, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	778,000	I
Class B Common Stock^F11,F17	—	Jun 23, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	492,500	I
Class B Common Stock^F11,F17	—	Jun 24, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	490,000	I
Class A Common Stock^F14,F17	—	Jun 23, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	492,500	I
Class B Common Stock^F14,F17	—	Jun 24, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	490,000	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.
F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.7700 to $28.2700 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 (10).
F11Shares held by Andrew M. Armenante Trust 2000 dated July 14, 2000 (the "Andrew Armenante Trust"). The Reporting Person is a trustee of the trust and a family member of Andrew Armenante, the beneficiary of the Andrew Armenante Trust, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Andrew Armenante Trust.
F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.0100 to $28.3700 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 (12).
F13The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.7700 to $28.2800 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 (13).
F14Shares held by the Christina E. Armenante Trust 2000 dated July 14, 2000 (the "Christina Armenante Trust"). The Reporting Person is a trustee of the trust and a family member of Christina Armenante, the beneficiary of the Christina Armenante Trust, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Christina Armenante Trust.
F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.0000 to $28.3700 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 (15).
F16The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.7700 to $28.2800 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 (16).
F17Each 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 $27.2600 to $28.2599 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 $28.2600 to $28.4300 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.7700 to $28.3100 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).
F5Shares 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.
F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.0100 to $28.3600 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).
F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.7700 to $28.2700 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 (7).
F8Shares 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.
F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.0100 to $28.3650 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).