SEC Form 4 · accession 0001209191-16-093138

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 20, 2016

Accepted (ET)

Jan 22, 2016 · 4:40 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^F1	Jan 20, 2016	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^F3,F1	Jan 20, 2016	S	2,500	$23.0239	D	0	I	By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F1	Jan 21, 2016	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^F4,F1	Jan 21, 2016	S	2,500	$24.7204	D	0	I	By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F5	Jan 20, 2016	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^F6,F5	Jan 20, 2016	S	2,500	$23.024	D	0	I	By Christina E. Armenante Trust 2000 U/A dated July 14, 2000
Class A Common Stock^F5	Jan 21, 2016	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^F7,F5	Jan 21, 2016	S	2,500	$24.7203	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^F1,F8	—	Jan 20, 2016	C	2,500	D	—	—	Class A Common Stock	2,500	417,500	I
Class B Common Stock^F1,F8	—	Jan 21, 2016	C	2,500	D	—	—	Class A Common Stock	2,500	415,000	I
Class B Common Stock^F5,F8	—	Jan 20, 2016	C	2,500	D	—	—	Class A Common Stock	2,500	417,500	I
Class B Common Stock^F5,F8	—	Jan 21, 2016	C	2,500	D	—	—	Class A Common Stock	2,500	415,000	I

Explanation of responses

F1Shares 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.
F2The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.0000 to $23.4100 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 $24.3300 to $24.9200 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 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.
F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.000 to $23.4100 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 $24.2950 to $24.9300 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).
F8Each 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.