SEC Form 4 · accession 0001209191-16-114559
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Young A Sohn
10% Owner
Period of report
Apr 14, 2016
Accepted (ET)
Apr 18, 2016 · 4:25 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 | Apr 14, 2016 | C | 62,500 | $0.00 | A | 62,500 | D | |
| Class A Common StockF3 | Apr 14, 2016 | S | 62,500 | $26.2135 | D | 0 | D | |
| Class A Common StockF1 | Apr 15, 2016 | C | 62,500 | $0.00 | A | 62,500 | D | |
| Class A Common StockF4 | Apr 15, 2016 | S | 62,500 | $25.5198 | D | 0 | D | |
| Class A Common StockF1,F5 | Apr 14, 2016 | C | 6,250 | $0.00 | A | 6,250 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 |
| Class A Common StockF6,F5 | Apr 14, 2016 | S | 6,250 | $26.2133 | D | 0 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 |
| Class A Common StockF1,F5 | Apr 15, 2016 | C | 6,250 | $0.00 | A | 6,250 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 |
| Class A Common StockF7,F5 | Apr 15, 2016 | S | 6,250 | $25.5153 | D | 0 | I | By Young Sohn Grantor Retained Annuity Trust dated May 21, 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 StockF1,F8 | — | Apr 14, 2016 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 8,819,500 | D |
| Class B Common StockF1,F8 | — | Apr 15, 2016 | C | 62,500 | D | — | — | Class A Common Stock | 62,500 | 8,757,000 | D |
| Class B Common StockF1,F5,F8 | — | Apr 14, 2016 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 504,250 | I |
| Class B Common StockF1,F5,F8 | — | Apr 15, 2016 | C | 6,250 | D | — | — | Class A Common Stock | 6,250 | 498,000 | 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.
- 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 $26.0400 to $26.3700 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 $25.2500 to $25.8900 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 Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 (the "Sohn GRAT"). The Reporting Person is a trustee and beneficiary of the Sohn GRAT and may be deemed to share voting and dispositive power with regard to the reported shares held by the Sohn GRAT.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.0600 to $26.3500 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 $25.2900 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).
- 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.