SEC Form 4 · accession 0001209191-16-098122

VEEVA SYSTEMS INC · VEEV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark Armenante

10% Owner

Period of report

Feb 10, 2016

Accepted (ET)

Feb 12, 2016 · 4:47 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	Feb 10, 2016	C	62,500	$0.00	A	82,500	D
Class A Common Stock^F2	Feb 10, 2016	S	62,500	$21.2599	D	20,000	D
Class A Common Stock	Feb 11, 2016	C	62,500	$0.00	A	82,500	D
Class A Common Stock^F3	Feb 11, 2016	S	62,500	$20.5247	D	20,000	D
Class A Common Stock^F4	Feb 10, 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 Stock^F5,F4	Feb 10, 2016	S	6,250	$21.2539	D	0	I	By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F4	Feb 11, 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 Stock^F6,F4	Feb 11, 2016	S	6,250	$20.5346	D	0	I	By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F7	Feb 10, 2016	C	6,250	$0.00	D	6,250	I	By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F8,F7	Feb 10, 2016	S	6,250	$21.2579	A	0	I	By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F7	Feb 11, 2016	C	6,250	$0.00	D	6,250	I	By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013
Class A Common Stock^F9,F7	Feb 11, 2016	S	6,250	$20.5321	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 Stock^F10	—	Feb 10, 2016	C	62,500	D	—	—	Class A Common Stock	62,500	7,513,088	D
Class B Common Stock^F10	—	Feb 11, 2016	C	62,500	D	—	—	Class A Common Stock	62,500	7,450,588	D
Class B Common Stock^F4,F10	—	Feb 10, 2016	C	6,250	D	—	—	Class A Common Stock	6,250	643,956	I
Class B Common Stock^F4,F10	—	Feb 11, 2016	C	6,250	D	—	—	Class A Common Stock	6,250	637,706	I
Class B Common Stock^F7,F10	—	Feb 10, 2016	C	6,250	D	—	—	Class A Common Stock	6,250	643,956	I
Class B Common Stock^F7,F10	—	Feb 11, 2016	C	6,250	D	—	—	Class A Common Stock	6,250	637,706	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.
F10Each 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 $20.77 to $21.74 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 $20.01 to $20.87 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 $20.80 to $21.68 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 $20.25 to $20.81 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 $20.80 to $21.68 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 $20.25 to $20.80 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).