SEC Form 4 · accession 0001209191-19-009907
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
Feb 12, 2019
Accepted (ET)
Feb 13, 2019 · 7:55 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 | Feb 12, 2019 | C | 12,000 | $0.00 | A | 12,000 | D | |
| Class A Common StockF3 | Feb 12, 2019 | S | 6,600 | $117.3457 | D | 5,400 | D | |
| Class A Common StockF4 | Feb 12, 2019 | S | 5,100 | $117.9597 | D | 300 | D | |
| Class A Common StockF5 | Feb 12, 2019 | S | 300 | $118.64 | 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 | Feb 12, 2019 | M | 12,000 | D | — | Mar 9, 2023 | Class B Common Stock | 12,000 | 242,404 | D |
| Class B Common StockF1,F8,F7 | — | Feb 12, 2019 | A | 12,000 | A | — | — | Class A Common Stock | 12,000 | 207,650 | D |
| Class B Common StockF1,F9,F7 | — | Feb 12, 2019 | 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 $116.5900 to $117.5850 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 $117.5900 to $118.5600 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 $118.5900 to $118.7200 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.