SEC Form 4 · accession 0001209191-15-061691
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew J Wallach
Officer — President
Period of report
Jul 6, 2015
Accepted (ET)
Jul 20, 2015 · 4:46 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 | Jul 6, 2015 | C | 2,500 | $0.00 | A | 2,500 | D | |
| Class A Common StockF1 | Jul 6, 2015 | G | 2,500 | $0.00 | D | 0 | D | |
| Class A Common Stock | Jul 16, 2015 | C | 42,000 | $0.00 | A | 42,000 | D | |
| Class A Common StockF3 | Jul 16, 2015 | S | 42,000 | $28.7356 | D | 0 | D | |
| Class A Common Stock | Jul 17, 2015 | C | 42,000 | $0.00 | A | 42,000 | D | |
| Class A Common StockF4 | Jul 17, 2015 | S | 42,000 | $28.2814 | D | 0 | D |
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,F5 | — | Jul 6, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 1,622,933 | D |
| Class B Common StockF7,F5 | — | Jul 16, 2015 | C | 42,000 | D | — | — | Class A Common Stock | 42,000 | 1,580,933 | D |
| Class B Common StockF8,F5 | — | Jul 17, 2015 | C | 42,000 | D | — | — | Class A Common Stock | 42,000 | 1,538,933 | D |
Explanation of responses
- F1This was a bona fide gift with no payment in consideration.
- 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 $28.4400 to $28.9600 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 $28.0000 to $28.6650 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 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.
- F6Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 722,933 shares of Class B Common Stock held directly by the Reporting Person.
- F7Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 680,933 shares of Class B Common Stock held directly by the Reporting Person.
- F8Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 638,933 shares of Class B Common Stock held directly by the Reporting Person.