0001181431-13-054988.txt : 20131023 0001181431-13-054988.hdr.sgml : 20131023 20131023170804 ACCESSION NUMBER: 0001181431-13-054988 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131021 FILED AS OF DATE: 20131023 DATE AS OF CHANGE: 20131023 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VEEVA SYSTEMS INC CENTRAL INDEX KEY: 0001393052 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 208235463 FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 4637 CHABOT DRIVE STREET 2: SUITE 210 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 925-452-6500 MAIL ADDRESS: STREET 1: 4637 CHABOT DRIVE STREET 2: SUITE 210 CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: VERTICALS ONDEMAND INC DATE OF NAME CHANGE: 20070313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EMERGENCE GP PARTNERS, LLC CENTRAL INDEX KEY: 0001589115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36121 FILM NUMBER: 131166248 BUSINESS ADDRESS: STREET 1: 160 BOVET ROAD STREET 2: SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 650-573-3100 MAIL ADDRESS: STREET 1: 160 BOVET ROAD STREET 2: SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EMERGENCE EQUITY PARTNERS II, L.P. CENTRAL INDEX KEY: 0001589107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36121 FILM NUMBER: 131166249 BUSINESS ADDRESS: STREET 1: 160 BOVET ROAD STREET 2: SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 650-573-3100 MAIL ADDRESS: STREET 1: 160 BOVET ROAD STREET 2: SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EMERGENCE CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001401366 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36121 FILM NUMBER: 131166250 BUSINESS ADDRESS: STREET 1: 160 BOVET ROAD CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 650-573-3100 MAIL ADDRESS: STREET 1: 160 BOVET ROAD CITY: SAN MATEO STATE: CA ZIP: 94402 4 1 rrd393363.xml FORM 4 X0306 4 2013-10-21 0 0001393052 VEEVA SYSTEMS INC VEEV 0001401366 EMERGENCE CAPITAL PARTNERS II LP 160 BOVET ROAD, SUITE 300 SAN MATEO CA 94402 1 0 1 0 0001589107 EMERGENCE EQUITY PARTNERS II, L.P. 160 BOVET ROAD SUITE 300 SAN MATEO CA 94402 1 0 1 0 0001589115 EMERGENCE GP PARTNERS, LLC 160 BOVET ROAD SUITE 300 SAN MATEO CA 94402 1 0 1 0 Common Stock 2013-10-21 4 C 0 35000000 A 35000000 I By Emergence Capital Partners II, L.P. Common Stock 2013-10-21 4 J 0 35000000 D 0 I By Emergence Capital Partners II, L.P. Class A Common Stock 2013-10-21 4 C 0 500000 A 500000 I By Emergence Capital Partners II, L.P. Class A Common Stock 2013-10-21 4 S 0 500000 20 D 0 I By Emergence Capital Partners II, L.P. Series A Convertible Preferred Stock 2013-10-21 4 C 0 10000000 0 D Common Stock 10000000 0 I By Emergence Capital Partners II, L.P. Series B Convertible Preferred Stock 2013-10-21 4 C 0 25000000 0 D Common Stock 25000000 0 I By Emergence Capital Partners II, L.P. Class B Common Stock 2013-10-21 4 J 0 35000000 0 A Class A Common Stock 35000000 35000000 I By Emergence Capital Partners II, L.P. Class B Common Stock 2013-10-21 4 C 0 500000 0 D Class A Common Stock 500000 34500000 I By Emergence Capital Partners II, L.P. Each share of convertible preferred stock automatically converted into one (1) share of Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock (the "IPO"), and has no expiration date. Shares held directly by Emergence Capital Partners II, L.P. ("Emergence"). The sole general partner of Emergence is Emergence Equity Partners II, L.P. ("EEP II"), and the sole general partner of EEP II is Emergence GP Partners, LLC ("EGP", and together with Emergence and EEP II, the "Emergence Entities"), and each of EEP II and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by Emergence. Each of Mr. Kevin Spain, a partner of EEP II, and Mr. Gordon Ritter, a member of EGP and partner of EEP II, serves as a representative of the Emergence Entities on the Issuer's board of directors. Immediately prior to the closing of the IPO and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified, in an exempt transaction pursuant to Rule 16b-7, into one (1) share of Class B Common Stock. Each share of Class A Common Stock was issued upon conversion of one (1) share of Class B Common Stock. Emergence sold Class A Common Stock to the underwriters in connection with the closing of the IPO. 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. By: Emergence Capital Partners II, L.P., By: Emergence Equity Partners II, L.P., its sole general partner, By: Emergence GP Partners, LLC, its sole general partner, /s/ Brian Jacobs, Manager 2013-10-23 By: Emergence Equity Partners II, L.P., By: Emergence GP Partners, LLC, its sole general partner, /s/ Brian Jacobs, Manager 2013-10-23 By: Emergence GP Partners LLC, /s/ Brian Jacobs, Manager 2013-10-23