VEEVA SYSTEMS INC — Director's Dealing 2016

Mar 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2016-03-23

Reporting Person: Armenante Mark (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-23	Class A Common Stock	C	62500	$0.00	Acquired	82500	Direct
2016-03-23	Class A Common Stock	S	61300	$24.844	Disposed	21200	Direct
2016-03-23	Class A Common Stock	S	1200	$25.5458	Disposed	20000	Direct
2016-03-24	Class A Common Stock	C	62500	$0.00	Disposed	82500	Direct
2016-03-24	Class A Common Stock	S	62500	$24.4089	Disposed	20000	Direct
2016-03-23	Class A Common Stock	C	6250	$0.00	Acquired	6250	Indirect
2016-03-23	Class A Common Stock	S	6250	$24.8222	Disposed	0	Indirect
2016-03-24	Class A Common Stock	C	6250	$0.00	Acquired	6250	Indirect
2016-03-24	Class A Common Stock	S	6250	$24.4146	Disposed	0	Indirect
2016-03-23	Class A Common Stock	C	6250	$0.00	Disposed	6250	Indirect
2016-03-23	Class A Common Stock	S	6250	$24.8237	Acquired	0	Indirect
2016-03-24	Class A Common Stock	C	6250	$0.00	Disposed	6250	Indirect
2016-03-24	Class A Common Stock	S	6250	$24.415	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-23	Class B Common Stock	$	C	62500	Disposed		Class A Common Stock (62500)	Direct
2016-03-24	Class B Common Stock	$	C	62500	Disposed		Class A Common Stock (62500)	Direct
2016-03-23	Class B Common Stock	$	C	6250	Disposed		Class A Common Stock (6250)	Indirect
2016-03-24	Class B Common Stock	$	C	6250	Disposed		Class A Common Stock (6250)	Indirect
2016-03-23	Class B Common Stock	$	C	6250	Disposed		Class A Common Stock (6250)	Indirect
2016-03-24	Class B Common Stock	$	C	6250	Disposed		Class A Common Stock (6250)	Indirect

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 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 $24.4900 to $25.4899 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 $25.4900 to $25.6100 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.1100 to $24.6700 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 (5).

F6: Shares held by the Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (the "Mark Armenante GRAT"). The Reporting Person is a trustee and beneficiary of the Mark Armenante GRAT, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Mark Armenante GRAT.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.5200 to $25.4100 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.2000 to $24.6500 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 (8).

F9: Shares held by the Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (the "Elizabeth Armenante GRAT"). The Reporting Person is a trustee and family member of Elizabeth Armenante, the beneficiary of the Elizabeth Armenante GRAT, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Elizabeth Armenante GRAT.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.5200 to $25.4000 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 (10).

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.2000 to $24.6700 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 (11).

F12: 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.