VEEVA SYSTEMS INC — Director's Dealing 2014

Apr 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2014-03-31

Reporting Person: CODD RONALD E F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-31	Class A Common Stock	C	10000	—	Acquired	10000	Direct
2014-03-31	Class A Common Stock	S	10000	$25.362	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-31	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000)	Direct

Footnotes

F1: Each share of Class A Common Stock was issued upon conversion of one (1) share of Class B Common Stock. These shares were sold by the reporting person as a selling stockholder pursuant to an underwritten public offering by the Issuer. The offering closed on March 31, 2014. The reported sale price reflects the price at which the reporting person sold shares to the underwriters.

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.