SEC Form 4 · accession 0001209191-15-085001
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Armenante
10% Owner
Period of report
Dec 10, 2015
Accepted (ET)
Dec 14, 2015 · 4:09 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 | Dec 10, 2015 | C | 62,500 | $0.00 | A | 82,500 | D | |
| Class A Common StockF2 | Dec 10, 2015 | S | 62,500 | $26.8284 | D | 20,000 | D | |
| Class A Common Stock | Dec 11, 2015 | C | 62,500 | $0.00 | A | 82,500 | D | |
| Class A Common StockF3 | Dec 11, 2015 | S | 62,500 | $26.3014 | D | 20,000 | D | |
| Class A Common StockF4 | Dec 10, 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 | Dec 10, 2015 | S | 6,250 | $26.8345 | D | 0 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF4 | Dec 11, 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 | Dec 11, 2015 | S | 6,250 | $26.2871 | D | 0 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF7 | Dec 10, 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 | Dec 10, 2015 | S | 6,250 | $26.8363 | D | 0 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF7 | Dec 11, 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 | Dec 11, 2015 | S | 6,250 | $26.2934 | D | 0 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF10 | Dec 10, 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 | Dec 10, 2015 | S | 2,500 | $26.8392 | D | 0 | I | By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF10 | Dec 11, 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 | Dec 11, 2015 | S | 2,500 | $26.3002 | D | 0 | I | By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF13 | Dec 10, 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 | Dec 10, 2015 | S | 2,500 | $26.8412 | D | 0 | I | By Christina E. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF13 | Dec 11, 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 | Dec 11, 2015 | S | 2,500 | $26.3007 | 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 | — | Dec 10, 2015 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 8,013,088 | D |
| Class B Common StockF16 | — | Dec 11, 2015 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 7,950,588 | D |
| Class B Common StockF4,F16 | — | Dec 10, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 693,956 | I |
| Class B Common StockF4,F16 | — | Dec 11, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 687,706 | I |
| Class B Common StockF7,F16 | — | Dec 10, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 693,956 | I |
| Class B Common StockF7,F16 | — | Dec 11, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 687,706 | I |
| Class B Common StockF10,F16 | — | Dec 10, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 432,500 | I |
| Class B Common StockF10,F16 | — | Dec 11, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 430,000 | I |
| Class B Common StockF13,F16 | — | Dec 10, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 432,500 | I |
| Class B Common StockF13,F16 | — | Dec 11, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 430,000 | 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 $26.6000 to $26.9600 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 (11).
- F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.0800 to $26.5150 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 $26.5900 to $26.9600 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 (14).
- F15The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.0800 to $26.5150 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 $26.4500 to $27.0000 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 $26.0600 to $26.6200 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 $26.5200 to $26.9900 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 $26.0700 to $26.5200 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 (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 $26.5200 to $26.9900 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 $26.0700 to $26.5200 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 (9).