VEEVA SYSTEMS INC — Director's Dealing 2022

Dec 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2022-12-14

Reporting Person: Gassner Peter P (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-14	Class A Common Stock	C	29260	—	Acquired	29260	Direct
2022-12-14	Class A Common Stock	S	4961	$177.3239	Disposed	24299	Direct
2022-12-14	Class A Common Stock	S	6037	$178.6416	Disposed	18262	Direct
2022-12-14	Class A Common Stock	S	3009	$179.889	Disposed	15253	Direct
2022-12-14	Class A Common Stock	S	15253	$180.5483	Disposed	0	Direct
2022-12-15	Class A Common Stock	C	42107	—	Acquired	42107	Direct
2022-12-15	Class A Common Stock	S	22190	$169.7648	Disposed	19917	Direct
2022-12-15	Class A Common Stock	S	11456	$170.8927	Disposed	8461	Direct
2022-12-15	Class A Common Stock	S	6764	$171.6349	Disposed	1697	Direct
2022-12-15	Class A Common Stock	S	1697	$172.6344	Disposed	0	Direct
2022-12-16	Class A Common Stock	C	42304	—	Acquired	42304	Direct
2022-12-16	Class A Common Stock	S	5941	$166.8711	Disposed	36363	Direct
2022-12-16	Class A Common Stock	S	24954	$168.1657	Disposed	11409	Direct
2022-12-16	Class A Common Stock	S	10502	$169.0097	Disposed	907	Direct
2022-12-16	Class A Common Stock	S	907	$169.539	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-14	Stock Option (right to buy)	$3.92	M	29260	Disposed	2023-03-09	Class B Common Stock (29260.0)	Direct
2022-12-14	Class B Common Stock	$3.92	M	29260	Acquired		Class A Common Stock (29260.0)	Direct
2022-12-14	Class B Common Stock	$	C	29260	Disposed		Class A Common Stock (29260.0)	Direct
2022-12-15	Stock Option (right to buy)	$3.92	M	42107	Disposed	2023-03-09	Class B Common Stock (42107.0)	Direct
2022-12-15	Class B Common Stock	$3.92	M	42107	Acquired		Class A Common Stock (42107.0)	Direct
2022-12-15	Class B Common Stock	$	C	42107	Disposed		Class A Common Stock (42107.0)	Direct
2022-12-16	Stock Option (right to buy)	$3.92	M	42304	Disposed	2023-03-09	Class B Common Stock (42304.0)	Direct
2022-12-16	Class B Common Stock	$3.92	M	42304	Acquired		Class A Common Stock (42304.0)	Direct
2022-12-16	Class B Common Stock	$	C	42304	Disposed		Class A Common Stock (42304.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	41000	Indirect
Class A Common Stock	41000	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: This transaction was effected pursuant to a Rule 10b5-1 trading plan 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 $177.01 to $177.98 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 $178.04 to $178.95 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 $179.32 to $180.23 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 $180.32 to $180.99 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 $169.245 to $170.24 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.26 to $171.25 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.26 to $172.24 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.34 to $173.205 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.47 to $167.46 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.47 to $168.46 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.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.47 to $169.42 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.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.47 to $169.61 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.

F15: The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F16: The option shares are fully vested and may be exercised at any time.

F17: 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.