VEEVA SYSTEMS INC — Director's Dealing 2022

Dec 8, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2022-12-05

Reporting Person: Wallach Matthew J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-05	Class A Common Stock	C	10000	—	Acquired	12846	Direct
2022-12-05	Class A Common Stock	S	3843	$167.151	Disposed	9003	Direct
2022-12-05	Class A Common Stock	S	900	$168.1762	Disposed	8103	Direct
2022-12-05	Class A Common Stock	S	1483	$169.2224	Disposed	6620	Direct
2022-12-05	Class A Common Stock	S	808	$170.2197	Disposed	5812	Direct
2022-12-05	Class A Common Stock	S	2166	$171.4325	Disposed	3646	Direct
2022-12-05	Class A Common Stock	S	800	$172.204	Disposed	2846	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-05	Stock Option (right to buy)	$3.92	M	10000	Disposed	2023-03-09	Class B Common Stock (10000.0)	Direct
2022-12-05	Class B Common Stock	$3.92	M	10000	Acquired		Class A Common Stock (10000.0)	Direct
2022-12-05	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.0		Class A Common Stock (100000.0)	100000	Indirect
Class B Common Stock	$0.0		Class A Common Stock (50000.0)	50000	Indirect
Class B Common Stock	$0.0		Class A Common Stock (100002.0)	100002	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 theAct.

F2: This transaction was 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 $166.61 to $167.58 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 $167.73 to $168.60 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 $168.73 to $169.69 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 $169.76 to $170.755 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 $170.86 to $171.795 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 $171.97 to $172.695 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 option shares are fully vested and may be exercised at any time.

F10: 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.

F11: Represents 140,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.

F12: Represents 130,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship.