VEEVA SYSTEMS INC — Director's Dealing 2014

Dec 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2014-12-08

Reporting Person: Armenante Mark (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Class A Common Stock	C	25000	$0.00	Acquired	25000	Direct
2014-12-08	Class A Common Stock	S	25000	$30.8044	Disposed	0	Direct
2014-12-09	Class A Common Stock	C	25000	$0.00	Acquired	25000	Direct
2014-12-09	Class A Common Stock	S	18991	$30.2430	Disposed	6009	Direct
2014-12-09	Class A Common Stock	S	6009	$30.7948	Disposed	0	Direct
2014-12-08	Class A Common Stock	C	2500	$0.00	Acquired	2500	Indirect
2014-12-08	Class A Common Stock	S	2500	$30.7738	Disposed	0	Indirect
2014-12-09	Class A Common Stock	C	2500	$0.00	Acquired	2500	Indirect
2014-12-09	Class A Common Stock	S	1800	$30.2317	Disposed	700	Indirect
2014-12-09	Class A Common Stock	S	700	$30.7729	Disposed	0	Indirect
2014-12-08	Class A Common Stock	C	2500	$0.00	Acquired	2500	Indirect
2014-12-08	Class A Common Stock	S	2500	$30.7652	Disposed	0	Indirect
2014-12-09	Class A Common Stock	C	2500	$0.00	Acquired	2500	Indirect
2014-12-09	Class A Common Stock	S	1800	$30.2267	Disposed	700	Indirect
2014-12-09	Class A Common Stock	S	700	$30.7800	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-08	Class B Common Stock	$	C	25000	Disposed		Class A Common Stock (25000)	Direct
2014-12-09	Class B Common Stock	$	C	25000	Disposed		Class A Common Stock (25000)	Direct
2014-12-08	Class B Common Stock	$	C	2500	Disposed		Class A Common Stock (2500)	Indirect
2014-12-09	Class B Common Stock	$	C	2500	Disposed		Class A Common Stock (2500)	Indirect
2014-12-08	Class B Common Stock	$	C	2500	Disposed		Class A Common Stock (2500)	Indirect
2014-12-09	Class B Common Stock	$	C	2500	Disposed		Class A Common Stock (2500)	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.4800 to $31.2500 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 (2).

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.6900 to $30.6899 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 (3).

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.6900 to $30.9700 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 (4).

F5: Shares held by the Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (the "Mark Armenante GRAT"). The Reporting Person is a trustee and beneficiary of the Mark Armenante GRAT, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Mark Armenante GRAT.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.5200 to $31.1600 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 (6).

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.6900 to $30.6899 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 (7).

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.6900 to $30.8100 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 (8).

F9: Shares held by the Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (the "Elizabeth Armenante GRAT"). The Reporting Person is a trustee and family member of Elizabeth Armenante, the beneficiary of the Elizabeth Armenante GRAT, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Elizabeth Armenante GRAT.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.4900 to $31.1600 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 (10).

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.6800 to $30.6799 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 (11).

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.6800 to $30.8300 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 (12).

F13: 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. 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.