SEC Form 4 · accession 0001209191-17-021536
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
Mar 15, 2017
Accepted (ET)
Mar 17, 2017 · 6:34 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 | Mar 15, 2017 | C | 27,500 | $0.00 | A | 27,500 | D | |
| Class A Common StockF3 | Mar 15, 2017 | S | 27,500 | $46.2205 | D | 0 | D | |
| Class A Common StockF1 | Mar 15, 2017 | C | 10,000 | $0.00 | A | 10,000 | D | |
| Class A Common StockF4 | Mar 15, 2017 | S | 10,000 | $46.0466 | D | 0 | D | |
| Class A Common StockF1,F5 | Mar 17, 2017 | C | 4,375 | $0.00 | A | 4,375 | I | By TC 2013 Annuity Trust |
| Class A Common StockF6,F5 | Mar 17, 2017 | S | 4,375 | $48.9702 | D | 0 | I | By TC 2013 Annuity Trust |
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,F7 | $3.92 | Mar 15, 2017 | M | 27,500 | D | — | Mar 9, 2023 | Class B Common Stock | 27,500 | 584,833 | D |
| Class B Common StockF1,F8 | — | Mar 15, 2017 | A | 27,500 | A | — | — | Class A Common Stock | 27,500 | 177,500 | D |
| Class B Common StockF1,F8 | — | Mar 15, 2017 | C | 27,500 | D | — | — | Class A Common Stock | 27,500 | 150,000 | D |
| Class B Common StockF1,F8 | — | Mar 15, 2017 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 140,000 | D |
| Class B Common StockF1,F5,F8 | — | Mar 17, 2017 | C | 4,375 | D | — | — | Class A Common Stock | 4,375 | 71,941 | 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 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 $45.9300 to $46.6200 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 $45.9200 to $46.2100 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 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.8600 to $49.2500 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 option shares are fully vested and may be exercised at any time.
- 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 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.