SEC Form 4 · accession 0001209191-15-086366
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
Dec 17, 2015
Accepted (ET)
Dec 21, 2015 · 4:16 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 17, 2015 | C | 62,500 | $0.00 | A | 62,500 | D | |
| Class A Common StockF2 | Dec 17, 2015 | S | 62,500 | $28.0864 | D | 0 | D | |
| Class A Common Stock | Dec 18, 2015 | C | 62,500 | $0.00 | A | 62,500 | D | |
| Class A Common StockF3 | Dec 18, 2015 | S | 62,500 | $27.8662 | D | 0 | D | |
| Class A Common StockF4 | Dec 17, 2015 | C | 6,250 | $0.00 | A | 6,250 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 |
| Class A Common StockF5,F4 | Dec 17, 2015 | S | 6,250 | $28.0763 | D | 0 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 |
| Class A Common StockF4 | Dec 18, 2015 | C | 6,250 | $0.00 | A | 6,250 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 |
| Class A Common StockF6,F4 | Dec 18, 2015 | S | 6,250 | $27.867 | 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 StockF7 | — | Dec 17, 2015 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 9,694,500 | D |
| Class B Common StockF7 | — | Dec 18, 2015 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 9,632,000 | D |
| Class B Common StockF4,F7 | — | Dec 17, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 591,750 | I |
| Class B Common StockF4,F7 | — | Dec 18, 2015 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 585,500 | 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 $27.9200 to $28.3400 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 $27.6500 to $28.1900 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 $27.9500 to $28.3400 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 $27.6500 to $28.1500 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.