VEEVA SYSTEMS INC — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2016-03-01

Reporting Person: Defesche Frank (SVP, Global Customer Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Class A Common Stock	C	1876	$0.00	Acquired	2813	Direct
2016-03-01	Class A Common Stock	S	1876	$24.43	Disposed	937	Direct
2016-03-01	Class A Common Stock	M	500	$0.00	Acquired	1437	Direct
2016-03-03	Class A Common Stock	S	181	$25.84	Disposed	1256	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Stock Option (right to buy)	$3.92	M	1876	Disposed	2023-03-09	Class B Common Stock (1876)	Direct
2016-03-01	Class B Common Stock	$	A	1876	Acquired		Class A Common Stock (1876)	Direct
2016-03-01	Class B Common Stock	$	C	1876	Disposed		Class A Common Stock (1876)	Direct
2016-03-01	Restricted Stock Units	$	M	500	Disposed		Class A Common Stock (500)	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: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of the Issuer.

F3: 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 March 1, 2016.

F4: The option shares are fully vested and may be exercised at any time.

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. 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 March 23, 2015, the Reporting Person was granted 8,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 6.25% of the RSUs vested on June 1, 2015, with 1/16th of the remaining RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2015.