VEEVA SYSTEMS INC — Director's Dealing 2017

Apr 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2017-04-11

Reporting Person: Wallach Matthew J (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-11	Class A Common Stock	C	2000	$0.00	Acquired	2000	Direct
2017-04-11	Class A Common Stock	G	2000	$0.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-11	Class B Common Stock	$	C	2000	Disposed		Class A Common Stock (2000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$3.92	2023-03-03	Class B Common Stock (0)	650404	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: This was a bona fide gift with no payment in consideration.

F3: 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.

F4: Represents 219,771 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.

F5: This properly reflects the number of shares currently held by the Reporting Person, which now takes into consideration the stock option exercises that took place on May 5, 2016 and February 14, 2017, hereby amending the Reporting Person's Forms 4 filed on May 6, 2016 and February 15, 2017.