VEEVA SYSTEMS INC — Director's Dealing 2018

Jun 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2018-06-25

Reporting Person: Wallach Matthew J (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-25	Class A Common Stock	C	12000	$0.00	Acquired	12000	Direct
2018-06-25	Class A Common Stock	S	8600	$78.8405	Disposed	3400	Direct
2018-06-25	Class A Common Stock	S	2000	$80.0325	Disposed	1400	Direct
2018-06-25	Class A Common Stock	S	1200	$81.1463	Disposed	200	Direct
2018-06-25	Class A Common Stock	S	200	$81.705	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-25	Stock Option (right to buy)	$3.92	M	12000	Disposed	2023-03-09	Class B Common Stock (12000)	Direct
2018-06-25	Class B Common Stock	$	A	12000	Acquired		Class A Common Stock (12000)	Direct
2018-06-25	Class B Common Stock	$	C	12000	Disposed		Class A Common Stock (12000)	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: 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 $78.4800 to $79.4200 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.5100 to $80.5000 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.5100 to $81.4300 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.6400 to $81.7700 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.

F7: The option shares are fully vested and may be exercised at any time.

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.

F9: Represents 222,671 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.

F10: Represents 210,671 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.