VEEVA SYSTEMS INC — Director's Dealing 2014

Mar 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2013-10-21

Reporting Person: Ramsey James Burr (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-21	Common Stock	C	3150000	—	Acquired	3150000	Indirect
2013-10-21	Common Stock	J	3150000	—	Disposed	0	Indirect
2013-10-21	Class A Common Stock	C	250000	—	Acquired	250000	Indirect
2013-10-21	Class A Common Stock	S	250000	$20	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-21	Series A Convertible Preferred Stock	$	C	3150000	Disposed		Common Stock (3150000)	Indirect
2013-10-21	Class B Common Stock	$	J	3150000	Acquired		Class A Common Stock (3150000)	Indirect
2013-10-21	Class B Common Stock	$	C	250000	Disposed		Class A Common Stock (250000)	Indirect

Footnotes

F1: Each share of convertible preferred stock automatically converted into one (1) share of Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock (the "IPO"), and has no expiration date.

F2: Shares held by the Reporting Person and Amy Ramsey, as trustees of the Ramsey Family Trust, dated June 4, 2012 (the "Ramsey Trust"). The Reporting Person is a trustee and beneficiary of the Ramsey Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the Ramsey Trust.

F3: Immediately prior to the closing of the IPO and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified, in an exempt transaction pursuant to Rule 16b-7, into one (1) share of Class B Common Stock.

F4: Each share of Class A Common Stock was issued upon conversion of one (1) share of Class B Common Stock. The Reporting Person sold Class A Common Stock to the underwriters in connection with the closing of the IPO.

F5: Each 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 in effect after the closing of the IPO. 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.