SEC Form 4 · accession 0001209191-18-061736

VEEVA SYSTEMS INC · VEEV

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

Reporting owner

Gordon Ritter

Director

Period of report

Dec 6, 2018

Accepted (ET)

Dec 10, 2018 · 4:11 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 6, 2018	M	20,000	$19.80	A	31,092	D
Class A Common Stock^F1	Dec 6, 2018	M	20,000	$27.14	A	51,092	D
Class A Common Stock	Dec 6, 2018	S	10,263	$91.7906	D	40,829	D
Class A Common Stock	Dec 7, 2018	J	10,250	$0.00	D	30,579	D
Class A Common Stock^F5	Dec 7, 2018	J	2,938	$0.00	A	484,460	I	By the Ritter-Metzler Revocable Trust dated November 6, 2000

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	$19.80	Dec 6, 2018	M	20,000	D	—	Jun 3, 2024	Class A Common Stock	20,000	0	D
Stock Option (right to buy)^F1,F6	$27.14	Dec 6, 2018	M	20,000	D	—	Jun 16, 2025	Class A Common Stock	20,000	0	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 "cashless exercises" made to cover payment of the option exercise prices in lieu of paying cash for the stock option exercises referenced in Table II below. The reported price in Column 4 is a weighted average price of $91.790647. These shares were sold in multiple transactions at prices ranging from $91.7100 to $91.9400 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.
F3On December 7, 2018, the Reporting Person distributed in-kind, without consideration, 10,250 shares of Class A Common Stock pro-rata to Emergence Equity Mgmt Corp. (EEM), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. EEM then immediately distributed in-kind, without consideration, all 10,250 shares of Class A Common Stock pro-rata to its partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
F4Pro rata distribution from EEM in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
F5Shares held by The Ritter-Metzler Revocable Trust dated November 6, 2000 (the "Trust"). The Reporting Person is a trustee and beneficiary of the Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the Trust. The Reporting Person disclaims beneficial ownership of the reported shares held by the Trust, except to the extent, if any, of his pecuniary interest therein.
F6The option shares are fully vested and may be exercised at any time.