VEEVA SYSTEMS INC — Director's Dealing 2016

Mar 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2016-03-09

Reporting Person: EMERGENCE CAPITAL PARTNERS II LP (Director, 10% Owner)
Reporting Person: EMERGENCE EQUITY PARTNERS II, L.P. (Director, 10% Owner)
Reporting Person: EMERGENCE GP PARTNERS, LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-09	Class A Common Stock	C	2000000	$0.00	Acquired	0	Indirect
2016-03-09	Class A Common Stock	J	2000000	$0.00	Disposed	0	Indirect
2016-03-09	Class A Common Stock	J	434000	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-09	Class B Common Stock	$	C	2000000	Disposed		Class A Common Stock (2000000)	Indirect

Footnotes

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

F2: On March 9, 2016, Emergence Capital Partners II, L.P. ("Emergence") converted in the aggregate 2,000,000 shares of the Issuer's Class B Common Stock into 2,000,000 shares of the Issuer's Class A Common Stock. Subsequently, Emergence distributed in-kind, without consideration, all 2,000,000 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Emergence Equity Partners II, L.P. ("EEP II"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Act.

F3: The sole general partner of Emergence is EEP II, and the sole general partner of EEP II is Emergence GP Partners, LLC ("EGP", and together with Emergence and EEP II, the "Emergence Entities"). Each of EEP II and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by Emergence, and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by EEP II. Mr. Gordon Ritter, a member of EGP and partner of EEP II, serves as a representative of the Emergence Entities on the Issuer's board of directors.

F4: On March 9, 2016, EEP II received 434,000 shares of the Issuer's Class A Common Stock as a result of the pro-rata in-kind distribution by Emergence for no consideration. EEP II then immediately distributed in-kind, without consideration, all 434,000 shares of Class A Common Stock pro-rata to its partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Act.

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 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.