VEEVA SYSTEMS INC — Director's Dealing 2014

Dec 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2014-12-19

Reporting Person: Cabral Timothy S (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-19	Stock Option (right to purchase)	$0.13	M	60000	Disposed	2020-02-23	Class B Common Stock (60000)	Direct
2014-12-19	Class B Common Stock	$	A	60000	Acquired		Class A Common Stock (60000)	Indirect
2014-10-15	Class B Common Stock	$	J	57596	Disposed		Class A Common Stock (57596)	Indirect

Footnotes

F1: The option shares are fully vested and may be exercised at any time.

F2: 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.

F3: Represents 60,000 shares of Class B Common Stock transferred from the Reporting Person to the Cabral Family Trust, dated April 17, 2001 (the "Cabral Family Trust"), subsequent to the exercise of Stock Options by the Reporting Person on December 19, 2014, and 57,596 shares of Class B Common Stock transferred from the TC 2013 Annuity Trust (the "TC Trust") to the Cabral Family Trust on October 15, 2014.

F4: Shares held by the Cabral Family Trust. The Reporting Person is a trustee and beneficiary of the Cabral Family Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the Cabral Family Trust.

F5: Represents the transfer of 57,596 shares of Class B Common Stock from the TC Trust to the Cabral Family Trust as described in footnote (3) above.

F6: Shares held by the TC Trust. The Reporting Person is a trustee and beneficiary of the TC Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the TC Trust.