SEC Form 4 · accession 0001209191-15-075487

VEEVA SYSTEMS INC · VEEV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark Armenante

10% Owner

Period of report

Oct 12, 2015

Accepted (ET)

Oct 14, 2015 · 7:19 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	Oct 12, 2015	C	134,135	$0.00	A	154,135	D
Class A Common Stock^F2	Oct 12, 2015	S	134,135	$25.225	D	20,000	D
Class A Common Stock	Oct 13, 2015	C	62,500	$0.00	A	82,500	D
Class A Common Stock^F3	Oct 13, 2015	S	62,500	$24.9605	D	20,000	D
Class A Common Stock^F4	Oct 12, 2015	C	13,415	$0.00	A	13,415	I	By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F5,F4	Oct 12, 2015	S	13,415	$25.198	D	0	I	By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F4	Oct 13, 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 Stock^F6,F4	Oct 13, 2015	S	6,250	$24.9332	D	0	I	By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F7	Oct 12, 2015	C	13,415	$0.00	A	13,415	I	By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F8,F7	Oct 12, 2015	S	13,415	$25.2337	D	0	I	By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F7	Oct 13, 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 Stock^F9,F7	Oct 13, 2015	S	6,250	$24.9363	D	0	I	By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F10	Oct 12, 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^F11,F10	Oct 12, 2015	S	2,500	$25.2154	D	0	I	By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F10	Oct 13, 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,F10	Oct 13, 2015	S	2,500	$24.9224	D	0	I	By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F13	Oct 12, 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^F14,F13	Oct 12, 2015	S	2,500	$25.2112	D	0	I	By Christina E. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F13	Oct 13, 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,F13	Oct 13, 2015	S	2,500	$24.9308	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^F16	—	Oct 12, 2015	C	134,135	D	—	—	Class A Common Stock	134,135	8,513,088	D
Class B Common Stock^F16	—	Oct 13, 2015	C	62,500	D	—	—	Class A Common Stock	62,500	8,450,588	D
Class B Common Stock^F4,F16	—	Oct 12, 2015	C	13,415	D	—	—	Class A Common Stock	13,415	743,956	I
Class B Common Stock^F4,F16	—	Oct 13, 2015	C	6,250	D	—	—	Class A Common Stock	6,250	737,706	I
Class B Common Stock^F7,F16	—	Oct 12, 2015	C	13,415	D	—	—	Class A Common Stock	13,415	743,956	I
Class B Common Stock^F7,F16	—	Oct 13, 2015	C	6,250	D	—	—	Class A Common Stock	6,250	737,706	I
Class B Common Stock^F10,F16	—	Oct 12, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	452,500	I
Class B Common Stock^F10,F16	—	Oct 13, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	450,000	I
Class B Common Stock^F13,F16	—	Oct 12, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	452,500	I
Class B Common Stock^F13,F16	—	Oct 13, 2015	C	2,500	D	—	—	Class A Common Stock	2,500	450,000	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 $25.0800 to $25.3500 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 $24.6000 to $25.3100 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 (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 $25.0800 to $25.3500 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 $24.6000 to $25.3200 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 $25.0200 to $25.4700 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 $24.5900 to $25.4500 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 $25.0400 to $25.4300 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 (5).
F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.6000 to $25.3500 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 $25.0400 to $25.4400 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 $24.6000 to $25.3500 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).