SEC Form 4 · accession 0001209191-16-154532

VEEVA SYSTEMS INC · VEEV

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

Reporting owner

Timothy S Cabral

Officer — Chief Financial Officer

Period of report

Dec 7, 2016

Accepted (ET)

Dec 9, 2016 · 6:51 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	Nature of ownership
Class A Common Stock^F1	Dec 7, 2016	C	35,000	$0.00	A	35,000	D
Class A Common Stock^F3	Dec 7, 2016	S	35,000	$42.9139	D	0	D
Class A Common Stock^F1,F4	Dec 7, 2016	C	4,375	$0.00	A	4,375	I	by TC 2013 Annuity Trust
Class A Common Stock^F5,F4	Dec 7, 2016	S	4,375	$43.0618	D	0	I	by TC 2013 Annuity Trust
Class A Common Stock^F1	Dec 8, 2016	C	2,500	$0.00	A	2,500	D
Class A Common Stock	Dec 8, 2016	S	2,500	$43.24	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
Stock Option (right to purchase)^F1,F6	$3.92	Dec 7, 2016	M	35,000	D	—	Mar 9, 2023	Class B Common Stock	35,000	694,833	D
Class B Common Stock^F1,F7	—	Dec 7, 2016	A	35,000	A	—	—	Class A Common Stock	35,000	177,500	D
Class B Common Stock^F1,F7	—	Dec 7, 2016	C	35,000	D	—	—	Class A Common Stock	35,000	142,500	D
Class B Common Stock^F1,F4,F7	—	Dec 7, 2016	C	4,375	D	—	—	Class A Common Stock	4,375	89,441	I
Stock Option (right to purchase)^F1,F6	$3.92	Dec 8, 2016	M	2,500	D	—	Mar 9, 2023	Class B Common Stock	2,500	692,333	D
Class B Common Stock^F1,F7	—	Dec 8, 2016	A	2,500	A	—	—	Class A Common Stock	2,500	145,000	D
Class B Common Stock^F1,F7	—	Dec 8, 2016	C	2,500	D	—	—	Class A Common Stock	2,500	142,500	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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan 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 $42.7200 to $43.3900 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).
F4Shares held by the TC 2013 Annuity Trust (the "TC Trust"). The Reporting Person is a trustee and beneficiary of the TC Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the TC Trust.
F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.8000 to $43.3900 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).
F6The option shares are fully vested and may be exercised at any time.
F7Each 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 in effect after the closing of the IPO. 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.