SEC Form 4 · accession 0001209191-15-077779
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 29, 2015
Accepted (ET)
Nov 2, 2015 · 4:45 pm EST
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 29, 2015 | C | 62,500 | $0.00 | A | 82,500 | D | |
| Class A Common StockF2 | Oct 29, 2015 | S | 61,900 | $25.7071 | D | 20,600 | D | |
| Class A Common StockF3 | Oct 29, 2015 | S | 600 | $26.295 | D | 20,000 | D | |
| Class A Common Stock | Oct 30, 2015 | C | 62,500 | $0.00 | A | 82,500 | D | |
| Class A Common StockF4 | Oct 30, 2015 | S | 62,500 | $25.2403 | D | 20,000 | D | |
| Class A Common StockF5 | Oct 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,F5 | Oct 29, 2015 | S | 6,250 | $25.6894 | D | 0 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF5 | Oct 30, 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 StockF7,F5 | Oct 30, 2015 | S | 6,250 | $25.2513 | D | 0 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF8 | Oct 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,F8 | Oct 29, 2015 | S | 6,250 | $25.6913 | D | 0 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF8 | Oct 30, 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 StockF10,F8 | Oct 30, 2015 | S | 6,250 | $25.2503 | D | 0 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF11 | Oct 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,F11 | Oct 29, 2015 | S | 2,500 | $25.6708 | D | 0 | I | By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF11 | Oct 30, 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 StockF13,F11 | Oct 30, 2015 | S | 2,500 | $25.2494 | D | 0 | I | By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF14 | Oct 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,F14 | Oct 29, 2015 | S | 2,500 | $25.6682 | D | 0 | I | By Christina E. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF14 | Oct 30, 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 StockF16,F14 | Oct 30, 2015 | S | 2,500 | $25.2494 | 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 StockF17 | — | Oct 29, 2015 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 8,388,088 | D |
| Class B Common StockF17 | — | Oct 30, 2015 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 8,325,588 | D |
| Class B Common StockF5,F17 | — | Oct 29, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 731,456 | I |
| Class B Common StockF5,F17 | — | Oct 30, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 725,206 | I |
| Class B Common StockF8,F17 | — | Oct 29, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 731,456 | I |
| Class B Common StockF8,F17 | — | Oct 30, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 725,206 | I |
| Class B Common StockF11,F17 | — | Oct 29, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 447,500 | I |
| Class B Common StockF11,F17 | — | Oct 30, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 445,000 | I |
| Class B Common StockF14,F17 | — | Oct 29, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 447,500 | I |
| Class B Common StockF14,F17 | — | Oct 30, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 445,000 | 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.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.0100 to $25.4800 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 (10).
- F11Shares 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.
- F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.3000 to $26.0100 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).
- F13The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.0100 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 (13).
- F14Shares 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.
- F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.3000 to $26.0200 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).
- F16The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.0100 to $25.4800 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 (16).
- F17Each 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 $25.2900 to $26.2899 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 $26.2900 to $26.3100 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 (3).
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.9900 to $25.5300 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 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.2800 to $26.1400 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 (6).
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.0000 to $25.5200 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).
- F8Shares 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.2800 to $26.1400 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 (9).