SEC Form 4 · accession 0001209191-15-060638

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

Jul 9, 2015

Accepted (ET)

Jul 13, 2015 · 4:19 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^F1	Jul 9, 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^F3,F1	Jul 9, 2015	S	2,500	$27.9982	D	0	I	By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F1	Jul 10, 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^F4,F1	Jul 10, 2015	S	2,500	$28.0588	D	0	I	By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F5	Jul 9, 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^F6,F5	Jul 9, 2015	S	2,500	$27.999	D	0	I	By Christina E. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F5	Jul 10, 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^F7,F5	Jul 10, 2015	S	2,500	$28.0588	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^F1,F8	—	Jul 9, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	487,500	I
Class B Common Stock^F1,F8	—	Jul 10, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	485,000	I
Class B Common Stock^F5,F8	—	Jul 9, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	487,500	I
Class B Common Stock^F5,F8	—	Jul 10, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	485,000	I

Explanation of responses

F1Shares 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.
F2The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans 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 $27.9500 to $28.0400 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 $27.9900 to $28.1400 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 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.
F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.9500 to $28.0500 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 $27.9900 to $28.1300 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 (7).
F8Each 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.