VEEVA SYSTEMS INC — Director's Dealing 2016

Jan 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Armenante Mark (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-06	Class A Common Stock	C	2500	$0.00	Acquired	2500	Indirect
2016-01-06	Class A Common Stock	S	2500	$28.2174	Disposed	0	Indirect
2016-01-07	Class A Common Stock	C	2400	$0.00	Acquired	2400	Indirect
2016-01-07	Class A Common Stock	S	2400	$26.6492	Disposed	0	Indirect
2016-01-07	Class A Common Stock	C	100	$0.00	Acquired	100	Indirect
2016-01-07	Class A Common Stock	S	100	$27.21	Disposed	0	Indirect
2016-01-06	Class A Common Stock	C	2500	$0.00	Acquired	2500	Indirect
2016-01-06	Class A Common Stock	S	2500	$26.2168	Disposed	0	Indirect
2016-01-07	Class A Common Stock	C	2500	$0.00	Acquired	2400	Indirect
2016-01-07	Class A Common Stock	S	2500	$26.6519	Disposed	0	Indirect
2016-01-07	Class A Common Stock	C	100	$0.00	Acquired	100	Indirect
2016-01-07	Class A Common Stock	S	100	$27.21	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-06	Class B Common Stock	$	C	2500	Disposed		Class A Common Stock (2500)	Indirect
2016-01-07	Class B Common Stock	$	C	2500	Disposed		Class A Common Stock (2500)	Indirect
2016-01-06	Class B Common Stock	$	C	2500	Disposed		Class A Common Stock (2500)	Indirect
2016-01-07	Class B Common Stock	$	C	2500	Disposed		Class A Common Stock (2500)	Indirect

Footnotes

F1: Shares held by Andrew M. Armenante Trust 2000 dated July 14, 2000 (the "Andrew Armenante Trust"). The Reporting Person is a trustee of the trust and a family member of Andrew Armenante, the beneficiary of the Andrew Armenante Trust, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Andrew Armenante Trust.

F2: The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.8800 to $28.8500 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 $26.2000 to $27.1700 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: Shares held by the Christina E. Armenante Trust 2000 dated July 14, 2000 (the "Christina Armenante Trust"). The Reporting Person is a trustee of the trust and a family member of Christina Armenante, the beneficiary of the Christina Armenante Trust, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Christina Armenante Trust.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.8800 to $28.7100 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 (6).

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.2000 to $27.1700 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 (7).

F8: 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.