VEEVA SYSTEMS INC — Director's Dealing 2014

Jul 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2014-07-14

Reporting Person: Sohn Young A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-14	Class A Common Stock	C	25000	$0.00	Acquired	25000	Direct
2014-07-14	Class A Common Stock	S	25000	$24.5872	Disposed	0	Direct
2014-07-15	Class A Common Stock	C	25000	$0.00	Acquired	25000	Direct
2014-07-15	Class A Common Stock	S	25000	$24.0949	Disposed	0	Direct
2014-07-14	Class A Common Stock	C	2500	$0.00	Acquired	2500	Indirect
2014-07-14	Class A Common Stock	S	2500	$24.40	Disposed	0	Indirect
2014-07-15	Class A Common Stock	C	2500	$0.00	Acquired	2500	Indirect
2014-07-15	Class A Common Stock	S	2500	$24.1800	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-14	Class B Common Stock	$	C	25000	Disposed		Class A Common Stock (25000)	Direct
2014-07-15	Class B Common Stock	$	C	25000	Disposed		Class A Common Stock (25000)	Direct
2014-07-14	Class B Common Stock	$	C	2500	Disposed		Class A Common Stock (2500)	Indirect
2014-07-15	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 $24.2700 to $25.0000 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 $23.7800 to $24.3200 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: Shares held by the Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 (the "Sohn GRAT"). The Reporting Person is a trustee and beneficiary of the Sohn GRAT and may be deemed to share voting and dispositive power with regard to the reported shares held by the Sohn GRAT.

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.

F6: On July 9, 2014, the Reporting Person's grantor retained annuity trust returned 33,000 shares of Class B Common Stock to the Reporting Person as an annuity payment. The Reporting Person expects to receive annuity payments from the trust annually.

F7: Excludes 33,000 shares of Class B Common Stock now held directly by the Reporting Person.