SEC Form 4 · accession 0001209191-16-135832

VEEVA SYSTEMS INC · VEEV

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

Reporting owner

Matthew J Wallach

Officer — President

Period of report

Aug 4, 2016

Accepted (ET)

Aug 8, 2016 · 4:02 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
Class A Common Stock^F1	Aug 4, 2016	C	23,711	$0.00	A	23,711	D
Class A Common Stock^F3	Aug 4, 2016	S	23,711	$37.4512	D	0	D
Class A Common Stock^F1	Aug 5, 2016	C	60,289	$0.00	A	60,289	D
Class A Common Stock^F4	Aug 5, 2016	S	60,289	$37.9271	D	0	D

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^F1,F6,F5	—	Aug 4, 2016	C	23,711	D	—	—	Class A Common Stock	23,711	600,904	D
Stock Option (right to buy)^F1,F7	$3.92	Aug 5, 2016	M	60,289	D	—	Mar 9, 2023	Class B Common Stock	60,289	855,271	D
Class B Common Stock^F1,F8,F5	—	Aug 5, 2016	A	60,289	A	—	—	Class A Common Stock	60,289	661,193	D
Class B Common Stock^F1,F6,F5	—	Aug 5, 2016	C	60,289	D	—	—	Class A Common Stock	60,289	600,904	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 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 $37.2600 to $37.7200 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 $37.4800 to $38.2300 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).
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.
F6Represents 600,904 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.
F7The option shares are fully vested and may be exercised at any time.
F8Represents 661,193 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.