VEEVA SYSTEMS INC — Director's Dealing 2023

Feb 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEEVA SYSTEMS INC (VEEV)
CIK: 0001393052
Period of Report: 2023-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-07	Class A Common Stock	C	1404458	—	Acquired	1404458	Direct
2023-02-07	Class A Common Stock	S	1404458	$170	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-07	Stock Option (right to buy)	$3.92	M	1404458	Disposed	2023-03-09	Class B Common Stock (1404458.0)	Direct
2023-02-07	Class B Common Stock	$3.92	M	1404458	Acquired		Class A Common Stock (1404458.0)	Direct
2023-02-07	Class B Common Stock	$	C	1404458	Disposed		Class A Common Stock (1404458.0)	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: As contemplated pursuant to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 26, 2022, the block sale of 1,404,458 shares was facilitated by a large financial institution pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F4: 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.

F5: The option shares are fully vested and may be exercised at any time.

F6: 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.