SEC Form 4 · accession 0001209191-15-063024
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Young A Sohn
10% Owner
Period of report
Jul 28, 2015
Accepted (ET)
Jul 30, 2015 · 7:12 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 28, 2015 | C | 25,000 | $0.00 | A | 25,000 | D | |
| Class A Common StockF2 | Jul 28, 2015 | S | 25,000 | $26.862 | D | 0 | D | |
| Class A Common Stock | Jul 29, 2015 | C | 25,000 | $0.00 | A | 25,000 | D | |
| Class A Common StockF3 | Jul 29, 2015 | S | 25,000 | $26.9377 | D | 0 | D | |
| Class A Common StockF4 | Jul 28, 2015 | C | 2,500 | $0.00 | A | 2,500 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 |
| Class A Common StockF5,F4 | Jul 28, 2015 | S | 2,500 | $26.853 | D | 0 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 |
| Class A Common StockF4 | Jul 29, 2015 | C | 2,500 | $0.00 | A | 2,500 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 |
| Class A Common StockF6,F4 | Jul 29, 2015 | S | 2,500 | $26.9252 | D | 0 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 |
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 StockF8,F7 | — | Jul 28, 2015 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 10,682,000 | D |
| Class B Common StockF7 | — | Jul 29, 2015 | C | 25,000 | D | — | — | Class A Common Stock | 25,000 | 10,657,000 | D |
| Class B Common StockF9,F4,F7 | — | Jul 28, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 690,500 | I |
| Class B Common StockF4,F7 | — | Jul 29, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 688,000 | 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 $26.5900 to $27.1300 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 (2).
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.7500 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 (3).
- F4Shares held by the Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 (the "Sohn GRAT"). The Reporting Person is a trustee and beneficiary of the Sohn GRAT and may be deemed to share voting and dispositive power with regard to the reported shares held by the Sohn GRAT.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.5800 to $27.1100 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 (5).
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.7900 to $27.0800 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).
- 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, 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.
- F8On July 7, 2015, the Reporting Person's grantor retained annuity trust returned 34,000 shares of Class B Common Stock to the Reporting Person as an annuity payment. The Reporting Person expects to receive annuity payments from the trust annually.
- F9Excludes 34,000 shares of Class B Common Stock now held directly by the Reporting Person.