VEEVA SYSTEMS INC — Director's Dealing 2016

Jun 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2016-06-01

Reporting Person: Zuppas Eleni Nitsa (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-01	Class A Common Stock	C	18000	$0.00	Acquired	24238	Direct
2016-06-01	Class A Common Stock	S	18000	$33.6401	Disposed	6238	Direct
2016-06-01	Class A Common Stock	M	500	$0.00	Acquired	6738	Direct
2016-06-01	Class A Common Stock	M	1500	$0.00	Acquired	8238	Direct
2016-06-01	Class A Common Stock	M	500	$0.00	Acquired	8738	Direct
2016-06-03	Class A Common Stock	S	180	$34.42	Disposed	8558	Direct
2016-06-03	Class A Common Stock	S	552	$34.42	Disposed	8006	Direct
2016-06-03	Class A Common Stock	S	185	$34.42	Disposed	7821	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-01	Stock Option (right to buy)	$3.92	M	18000	Disposed	2023-03-25	Class B Common Stock (18000)	Direct
2016-06-01	Class B Common Stock	$	A	18000	Acquired		Class A Common Stock (18000)	Direct
2016-06-01	Class B Common Stock	$	C	18000	Disposed		Class A Common Stock (18000)	Direct
2016-06-01	Restricted Stock Units	$	M	500	Disposed		Class A Common Stock (500)	Direct
2016-06-01	Restricted Stock Units	$	M	1500	Disposed		Class A Common Stock (1500)	Direct
2016-06-01	Restricted Stock Units	$	M	500	Disposed		Class A Common Stock (500)	Direct

Footnotes

F1: Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.5000 to $33.7000 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 (2).

F3: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of the Issuer.

F4: The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person and were made to cover taxes associated with restricted stock vesting on June 1, 2016.

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: On March 25, 2015, the Reporting Person was granted 8,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 1/16 of the RSUs vested on June 1, 2015, with 1/16 of the RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2015.

F8: On April 27, 2015, the Reporting Person was granted 24,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 1/16 of the RSUs vested on June 1, 2015, with 1/16 of the RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2015.

F9: On March 23, 2016, the Reporting Person was granted 8,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 1/16 of the RSUs vested on June 1, 2016, with 1/16 of the RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2016.