VEEVA SYSTEMS INC — Director's Dealing 2020

Jun 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2020-06-02

Reporting Person: CODD RONALD E F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-02	Class A Common Stock	C	40000	$0.00	Acquired	54044	Direct
2020-06-02	Class A Common Stock	S	977	$213.7308	Disposed	53067	Direct
2020-06-02	Class A Common Stock	S	1632	$214.9155	Disposed	51435	Direct
2020-06-02	Class A Common Stock	S	1300	$216.1823	Disposed	50135	Direct
2020-06-02	Class A Common Stock	S	5200	$217.7504	Disposed	44935	Direct
2020-06-02	Class A Common Stock	S	25692	$218.5449	Disposed	19243	Direct
2020-06-02	Class A Common Stock	S	5199	$219.5518	Disposed	14044	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-02	Stock Option (right to purchase)	$1.11	M	40000	Disposed	2022-03-01	Class B Common Stock (40000)	Direct
2020-06-02	Class B Common Stock	$	A	40000	Acquired		Class A Common Stock (40000)	Direct
2020-06-02	Class B Common Stock	$	C	40000	Disposed		Class A Common Stock (40000)	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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.6100 to $214.1000 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.6200 to $215.5300 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 $215.6700 to $216.5800 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 $217.2200 to $218.2000 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 $218.2200 to $219.2100 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.2400 to $219.8300 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.

F8: The option shares are fully vested and may be exercised at any time.

F9: 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 in effect after the closing of the IPO. 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.