SEC Form 4 · accession 0001209191-16-105791

VEEVA SYSTEMS INC · VEEV

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

Reporting owner

Frank Defesche

Officer — SVP, Global Customer Services

Period of report

Mar 1, 2016

Accepted (ET)

Mar 3, 2016 · 7:49 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
Class A Common Stock	Mar 1, 2016	C	1,876	$0.00	A	2,813	D
Class A Common Stock	Mar 1, 2016	S	1,876	$24.43	D	937	D
Class A Common Stock^F2	Mar 1, 2016	M	500	$0.00	A	1,437	D
Class A Common Stock	Mar 3, 2016	S	181	$25.84	D	1,256	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F4	$3.92	Mar 1, 2016	M	1,876	D	—	Mar 9, 2023	Class B Common Stock	1,876	148,124	D
Class B Common Stock^F5	—	Mar 1, 2016	A	1,876	A	—	—	Class A Common Stock	1,876	1,876	D
Class B Common Stock^F5	—	Mar 1, 2016	C	1,876	D	—	—	Class A Common Stock	1,876	0	D
Restricted Stock Units^F2,F6	—	Mar 1, 2016	M	500	D	—	—	Class A Common Stock	500	6,000	D

Explanation of responses

F1The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
F2Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of the Issuer.
F3The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person and were made to cover taxes associated with restricted stock vesting on March 1, 2016.
F4The option shares are fully vested and may be exercised at any time.
F5Each 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.
F6On March 23, 2015, the Reporting Person was granted 8,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 6.25% of the RSUs vested on June 1, 2015, with 1/16th of the remaining RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2015.