SEC Form 4 · accession 0001209191-16-114203
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Armenante
10% Owner
Period of report
Apr 12, 2016
Accepted (ET)
Apr 14, 2016 · 4:01 pm EDT
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 StockF1,F2 | Apr 12, 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 StockF4,F2 | Apr 12, 2016 | S | 2,500 | $25.5758 | D | 0 | I | By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF1,F2 | Apr 13, 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 StockF5,F2 | Apr 13, 2016 | S | 2,500 | $26.2032 | D | 0 | I | By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF1,F6 | Apr 12, 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 StockF7,F6 | Apr 12, 2016 | S | 2,500 | $25.5718 | D | 0 | I | By Christina E. Armenante Trust 2000 U/A dated July 14, 2000 |
| Class A Common StockF1,F6 | Apr 13, 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 StockF8,F6 | Apr 13, 2016 | S | 2,500 | $26.1992 | 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 StockF1,F2,F9 | — | Apr 12, 2016 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 392,500 | I |
| Class B Common StockF1,F2,F9 | — | Apr 13, 2016 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 390,000 | I |
| Class B Common StockF1,F6,F9 | — | Apr 12, 2016 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 392,500 | I |
| Class B Common StockF1,F6,F9 | — | Apr 13, 2016 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 390,000 | I |
Explanation of responses
- F1Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act.
- F2Shares 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.
- F3The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.3700 to $25.7400 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 $25.8100 to $26.4700 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 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.3400 to $25.7400 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 $25.8100 to $26.4700 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).
- F9Each 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.