SEC Form 4 · accession 0001209191-16-091861
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Armenante
10% Owner
Period of report
Jan 13, 2016
Accepted (ET)
Jan 15, 2016 · 6:44 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 | Jan 13, 2016 | C | 62,500 | $0.00 | A | 82,500 | D | |
| Class A Common StockF2 | Jan 13, 2016 | S | 55,800 | $24.8864 | D | 26,700 | D | |
| Class A Common StockF3 | Jan 13, 2016 | S | 6,700 | $25.6869 | D | 20,000 | D | |
| Class A Common Stock | Jan 14, 2016 | C | 62,500 | $0.00 | A | 82,500 | D | |
| Class A Common StockF4 | Jan 14, 2016 | S | 37,199 | $24.1545 | D | 25,301 | D | |
| Class A Comoon StockF5 | Jan 14, 2016 | S | 25,301 | $24.8301 | D | 20,000 | D | |
| Class A Common StockF6 | Jan 13, 2016 | 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,F6 | Jan 13, 2016 | S | 5,850 | $24.851 | D | 400 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF8,F6 | Jan 13, 2016 | S | 400 | $25.59 | D | 0 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF6 | Jan 14, 2016 | C | 6,250 | $0.00 | A | 6,250 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF9,F6 | Jan 14, 2016 | S | 3,500 | $24.1256 | D | 2,750 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF10,F6 | Jan 14, 2016 | S | 2,750 | $24.8398 | D | 0 | I | By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF11 | Jan 13, 2016 | C | 6,250 | $0.00 | A | 6,250 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF12,F11 | Jan 13, 2016 | S | 5,850 | $24.8549 | D | 400 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF13,F11 | Jan 13, 2016 | S | 400 | $25.59 | D | 0 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF11 | Jan 14, 2016 | C | 6,250 | $0.00 | A | 6,250 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF14,F11 | Jan 14, 2016 | S | 3,500 | $24.1267 | D | 2,750 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 |
| Class A Common StockF15,F11 | Jan 14, 2016 | S | 2,750 | $24.8465 | D | 0 | I | By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 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 StockF16 | — | Jan 13, 2016 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 7,763,088 | D |
| Class B Common StockF16 | — | Jan 14, 2016 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 7,700,588 | D |
| Class B Common StockF6,F16 | — | Jan 13, 2016 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 668,956 | I |
| Class B Common StockF6,F16 | — | Jan 14, 2016 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 662,706 | I |
| Class B Common StockF11,F16 | — | Jan 13, 2016 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 668,956 | I |
| Class B Common StockF11,F16 | — | Jan 14, 2016 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 662,706 | 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 $24.5000 to $25.1200 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 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.
- F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.3700 to $25.3699 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 $25.3700 to $25.8700 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).
- F14The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.5000 to $24.4999 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 $24.5000 to $25.1250 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 $24.3400 to $25.3399 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 $25.3400 to $26.0700 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 $23.5000 to $24.4999 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).
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.5000 to $25.1400 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 (5).
- F6Shares 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.3500 to $25.3499 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).
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.3500 to $25.8700 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 $25.3500 to $24.4999 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).