SEC Form 4 · accession 0001209191-15-072604
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Armenante
10% Owner
Period of report
Sep 28, 2015
Accepted (ET)
Sep 30, 2015 · 6:30 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 Stock | Sep 28, 2015 | C | 62,500 | $0.00 | A | 82,500 | D | |
| Class A Common StockF2 | Sep 28, 2015 | S | 62,400 | $23.5775 | D | 20,100 | D | |
| Class A Common Stock | Sep 28, 2015 | S | 100 | $24.21 | D | 20,000 | D | |
| Class A Common Stock | Sep 29, 2015 | C | 62,500 | $0.00 | A | 82,500 | D | |
| Class A Common StockF3 | Sep 29, 2015 | S | 62,500 | $22.8824 | D | 20,000 | D | |
| Class A Common StockF4 | Sep 28, 2015 | C | 6,250 | $0.00 | A | 6,250 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF5,F4 | Sep 28, 2015 | S | 6,250 | $23.5495 | D | 0 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF4 | Sep 29, 2015 | C | 6,250 | $0.00 | A | 6,250 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF6,F4 | Sep 29, 2015 | S | 6,250 | $22.8698 | D | 0 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF7 | Sep 28, 2015 | C | 6,250 | $0.00 | A | 6,250 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF8,F7 | Sep 28, 2015 | S | 6,250 | $23.5554 | D | 0 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF7 | Sep 29, 2015 | C | 6,250 | $0.00 | A | 6,250 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF9,F7 | Sep 29, 2015 | S | 6,250 | $22.8662 | D | 0 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF10 | Sep 28, 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 StockF11,F10 | Sep 28, 2015 | S | 2,500 | $23.522 | D | 0 | I | By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF10 | Sep 29, 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 StockF12,F10 | Sep 29, 2015 | S | 2,500 | $23.0368 | D | 0 | I | By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF13 | Sep 28, 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 StockF14,F13 | Sep 28, 2015 | S | 2,500 | $23.5328 | D | 0 | I | By Christina E. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF13 | Sep 29, 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 StockF15,F13 | Sep 29, 2015 | S | 2,500 | $23.0568 | 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 StockF16 | — | Sep 28, 2015 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 8,709,723 | D |
| Class B Common StockF16 | — | Sep 29, 2015 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 8,647,223 | D |
| Class B Common StockF4,F16 | — | Sep 28, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 763,621 | I |
| Class B Common StockF4,F16 | — | Sep 29, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 757,371 | I |
| Class B Common StockF7,F16 | — | Sep 28, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 763,621 | I |
| Class B Common StockF7,F16 | — | Sep 29, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 757,371 | I |
| Class B Common StockF10,F16 | — | Sep 28, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 457,500 | I |
| Class B Common StockF10,F16 | — | Sep 29, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 455,000 | I |
| Class B Common StockF13,F16 | — | Sep 28, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 457,500 | I |
| Class B Common StockF13,F16 | — | Sep 29, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 455,000 | 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.
- F10Shares 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.2500 to $23.9200 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 (11).
- F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.0000 to $23.2500 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).
- F13Shares 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.
- F14The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.2400 to $23.9100 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 (14).
- F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.0000 to $23.3150 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).
- F16Each 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 $23.2100 to $24.2099 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 $22.5100 to $23.2800 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 (3).
- F4Shares 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.2300 to $23.9800 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 $22.5500 to $23.2500 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).
- F7Shares 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.2200 to $23.9800 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 (8).
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.5500 to $23.1800 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).