SEC Form 4 · accession 0001209191-18-061377
VEEVA SYSTEMS INC · VEEV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Faddis
Officer — SVP, Gen. Counsel, Secretary
Period of report
Dec 3, 2018
Accepted (ET)
Dec 6, 2018 · 5:57 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 StockF1 | Dec 3, 2018 | C | 27,758 | $0.00 | A | 32,857 | D | |
| Class A Common StockF3 | Dec 3, 2018 | S | 22,951 | $97.2717 | D | 9,906 | D | |
| Class A Common StockF4 | Dec 3, 2018 | S | 6,483 | $98.2016 | D | 3,423 | D | |
| Class A Common StockF5 | Dec 3, 2018 | S | 600 | $99.0617 | D | 2,823 | D | |
| Class A Common Stock | Dec 4, 2018 | S | 594 | $98.55 | D | 2,229 | 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,F7 | $1.54 | Dec 3, 2018 | M | 11,092 | D | — | Sep 27, 2022 | Class B Common Stock | 11,092 | 11,093 | D |
| Stock Option (right to buy)F1,F7 | $3.92 | Dec 3, 2018 | M | 16,666 | D | — | Mar 9, 2023 | Class B Common Stock | 16,666 | 83,334 | D |
| Class B Common StockF1,F8 | — | Dec 3, 2018 | A | 27,758 | A | — | — | Class A Common Stock | 27,758 | 43,508 | D |
| Class B Common StockF1,F8 | — | Dec 3, 2018 | C | 27,758 | D | — | — | Class A Common Stock | 27,758 | 15,750 | 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 $96.8400 to $97.8200 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 $97.8400 to $98.7500 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).
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.0600 to $99.0700 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).
- F6The 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 December 1, 2018.
- 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. 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.