VEEVA SYSTEMS INC — Director's Dealing 2016

Feb 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2016-02-23

Reporting Person: Wallach Matthew J (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-23	Class A Common Stock	C	40193	$0.00	Acquired	40193	Direct
2016-02-23	Class A Common Stock	S	40193	$22.2912	Disposed	0	Direct
2016-02-24	Class A Common Stock	C	43807	$0.00	Acquired	43807	Direct
2016-02-24	Class A Common Stock	S	39000	$22.106	Disposed	4807	Direct
2016-02-24	Class A Common Stock	S	4807	$22.6312	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-23	Stock Option (right to buy)	$3.92	M	40193	Disposed	2023-03-09	Class B Common Stock (40193)	Direct
2016-02-23	Class B Common Stock	$	A	40193	Acquired		Class A Common Stock (40193)	Direct
2016-02-23	Class B Common Stock	$	C	40193	Disposed		Class A Common Stock (40193)	Direct
2016-02-24	Class B Common Stock	$	C	43807	Disposed		Class A Common Stock (43807)	Direct

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 $22.1000 to $22.5600 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 $21.6000 to $22.5999 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 $22.6000 to $22.7000 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: The option shares are fully vested and may be exercised at any time.

F6: 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.

F7: Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 172,626 shares of Class B Common Stock held directly by the Reporting Person.

F8: Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 132,433 shares of Class B Common Stock held directly by the Reporting Person.

F9: Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 88,626 shares of Class B Common Stock held directly by the Reporting Person.