SEC Form 4 · accession 0001209191-18-064129
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
Dec 20, 2018
Accepted (ET)
Dec 26, 2018 · 6:33 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 20, 2018 | C | 6,000 | $0.00 | A | 6,000 | D | |
| Class A Common StockF3 | Dec 20, 2018 | S | 600 | $82.79 | D | 5,400 | D | |
| Class A Common StockF4 | Dec 20, 2018 | S | 1,700 | $84.2383 | D | 3,700 | D | |
| Class A Common StockF5 | Dec 20, 2018 | S | 2,300 | $85.1433 | D | 1,400 | D | |
| Class A Common StockF6 | Dec 20, 2018 | S | 1,200 | $86.4389 | D | 200 | D | |
| Class A Common StockF7 | Dec 20, 2018 | S | 200 | $87.025 | D | 0 | D | |
| Class A Common StockF1 | Dec 21, 2018 | C | 6,000 | $0.00 | A | 6,000 | D | |
| Class A Common StockF8 | Dec 21, 2018 | S | 600 | $79.9306 | D | 5,400 | D | |
| Class A Common StockF9 | Dec 21, 2018 | S | 2,200 | $80.9628 | D | 3,200 | D | |
| Class A Common Stock | Dec 21, 2018 | S | 100 | $81.755 | D | 3,100 | D | |
| Class A Common StockF10 | Dec 21, 2018 | S | 2,400 | $83.6444 | D | 700 | D | |
| Class A Common StockF11 | Dec 21, 2018 | S | 400 | $84.6775 | D | 300 | D | |
| Class A Common Stock | Dec 21, 2018 | S | 300 | $85.48 | 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,F12 | $3.92 | Dec 20, 2018 | M | 6,000 | D | — | Mar 9, 2023 | Class B Common Stock | 6,000 | 272,404 | D |
| Class B Common StockF1,F14,F13 | — | Dec 20, 2018 | A | 6,000 | A | — | — | Class A Common Stock | 6,000 | 201,650 | D |
| Class B Common StockF1,F15,F13 | — | Dec 20, 2018 | C | 6,000 | D | — | — | Class A Common Stock | 6,000 | 195,650 | D |
| Stock Option (right to buy)F1,F12 | $3.92 | Dec 21, 2018 | M | 6,000 | D | — | Mar 9, 2023 | Class B Common Stock | 6,000 | 266,404 | D |
| Class B Common StockF1,F14,F13 | — | Dec 21, 2018 | A | 6,000 | A | — | — | Class A Common Stock | 6,000 | 201,650 | D |
| Class B Common StockF1,F15,F13 | — | Dec 21, 2018 | C | 6,000 | D | — | — | Class A Common Stock | 6,000 | 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.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.0700 to $84.0600 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.4200 to $85.2900 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.
- F12The option shares are fully vested and may be exercised at any time.
- F13Each 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.
- F14Represents 201,650 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.
- F15Represents 195,650 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.
- 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 $82.6500 to $83.0700 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.6500 to $84.5800 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 $84.6500 to $85.6000 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.8700 to $86.7650 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.000 to $87.0500 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.4500 to $80.2700 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.4500 to $81.4000 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.