SEC Form 4 · accession 0001209191-18-054982

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

Oct 12, 2018

Accepted (ET)

Oct 15, 2018 · 4:48 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	Oct 12, 2018	C	12,000	$0.00	A	12,000	D
Class A Common Stock^F3	Oct 12, 2018	S	5,430	$90.5923	D	6,570	D
Class A Common Stock^F4	Oct 12, 2018	S	5,417	$91.4253	D	1,153	D
Class A Common Stock^F5	Oct 12, 2018	S	1,153	$92.2644	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 buy)^F1,F6	$3.92	Oct 12, 2018	M	12,000	D	—	Mar 9, 2023	Class B Common Stock	12,000	290,404	D
Class B Common Stock^F1,F8,F7	—	Oct 12, 2018	A	12,000	A	—	—	Class A Common Stock	12,000	207,650	D
Class B Common Stock^F1,F9,F7	—	Oct 12, 2018	C	12,000	D	—	—	Class A Common Stock	12,000	195,650	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 $89.9100 to $90.9000 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.
F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.9200 to $91.9000 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.
F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.9300 to $92.8500 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.
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. 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.
F8Represents 207,650 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.
F9Represents 195,650 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.