SEC Form 4 · accession 0001209191-16-125849
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eleni Nitsa Zuppas
Officer — Chief Marketing Officer
Period of report
Jun 1, 2016
Accepted (ET)
Jun 3, 2016 · 7:17 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 | Jun 1, 2016 | C | 18,000 | $0.00 | A | 24,238 | D | |
| Class A Common StockF2 | Jun 1, 2016 | S | 18,000 | $33.6401 | D | 6,238 | D | |
| Class A Common StockF1,F3 | Jun 1, 2016 | M | 500 | $0.00 | A | 6,738 | D | |
| Class A Common StockF1,F3 | Jun 1, 2016 | M | 1,500 | $0.00 | A | 8,238 | D | |
| Class A Common StockF1,F3 | Jun 1, 2016 | M | 500 | $0.00 | A | 8,738 | D | |
| Class A Common Stock | Jun 3, 2016 | S | 180 | $34.42 | D | 8,558 | D | |
| Class A Common Stock | Jun 3, 2016 | S | 552 | $34.42 | D | 8,006 | D | |
| Class A Common Stock | Jun 3, 2016 | S | 185 | $34.42 | D | 7,821 | 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)F1,F5 | $3.92 | Jun 1, 2016 | M | 18,000 | D | — | Mar 25, 2023 | Class B Common Stock | 18,000 | 77,000 | D |
| Class B Common StockF1,F6 | — | Jun 1, 2016 | A | 18,000 | A | — | — | Class A Common Stock | 18,000 | 18,000 | D |
| Class B Common StockF1,F6 | — | Jun 1, 2016 | C | 18,000 | D | — | — | Class A Common Stock | 18,000 | 0 | D |
| Restricted Stock UnitsF1,F3,F7 | — | Jun 1, 2016 | M | 500 | D | — | — | Class A Common Stock | 500 | 5,500 | D |
| Restricted Stock UnitsF1,F3,F8 | — | Jun 1, 2016 | M | 1,500 | D | — | — | Class A Common Stock | 1,500 | 16,500 | D |
| Restricted Stock UnitsF1,F3,F9 | — | Jun 1, 2016 | M | 500 | D | — | — | Class A Common Stock | 500 | 7,500 | D |
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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.5000 to $33.7000 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).
- F3Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of the Issuer.
- F4The 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 June 1, 2016.
- F5The option shares are fully vested and may be exercised at any time.
- F6Each 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.
- F7On March 25, 2015, the Reporting Person was granted 8,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 1/16 of the RSUs vested on June 1, 2015, with 1/16 of the RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2015.
- F8On April 27, 2015, the Reporting Person was granted 24,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 1/16 of the RSUs vested on June 1, 2015, with 1/16 of the RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2015.
- F9On March 23, 2016, the Reporting Person was granted 8,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 1/16 of the RSUs vested on June 1, 2016, with 1/16 of the RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2016.