SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Armenante Mark

(Last) (First) (Middle)
C/O VEEVA SYSTEMS INC.
4637 CHABOT DRIVE, SUITE 210

(Street)
PLEASANTON CA 94588

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VEEVA SYSTEMS INC [ VEEV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/14/2014 C 25,000 A $0.00 25,000 D
Class A Common Stock 08/14/2014 S (1) 25,000 D $22.848 (2) 0 D
Class A Common Stock 08/15/2014 C 25,000 A $0.00 25,000 D
Class A Common Stock 08/15/2014 S (1) 24,300 D $22.2888 (3) 700 D
Class A Common Stock 08/15/2014 S (1) 700 D $22.8514 (4) 0 D
Class A Common Stock 08/14/2014 C 2,500 A $0.00 2,500 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (5)
Class A Common Stock 08/14/2014 S (1) 2,500 D $22.78 0 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (5)
Class A Common Stock 08/15/2014 C 2,500 A $0.00 2,500 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (5)
Class A Common Stock 08/15/2014 S (1) 2,500 D $22.85 0 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (5)
Class A Common Stock 08/14/2014 C 2,500 A $0.00 2,500 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (6)
Class A Common Stock 08/14/2014 S (1) 2,500 D $22.78 0 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (6)
Class A Common Stock 08/15/2014 C 2,500 A $0.00 2,500 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (6)
Class A Common Stock 08/15/2014 S (1) 2,500 D $22.85 0 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (7) 08/14/2014 C 25,000 (7) (7) Class A Common Stock 25,000 $0.00 9,975,000 D
Class B Common Stock (7) 08/15/2014 C 25,000 (7) (7) Class A Common Stock 25,000 $0.00 9,950,000 D
Class B Common Stock (7) 08/14/2014 C 2,500 (7) (7) Class A Common Stock 2,500 $0.00 890,500 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (5)
Class B Common Stock (7) 08/15/2014 C 2,500 (7) (7) Class A Common Stock 2,500 $0.00 888,000 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (5)
Class B Common Stock (7) 08/14/2014 C 2,500 (7) (7) Class A Common Stock 2,500 $0.00 890,500 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (6)
Class B Common Stock (7) 08/15/2014 C 2,500 (7) (7) Class A Common Stock 2,500 $0.00 888,000 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (6)
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.5900 to $23.0200 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 (2).
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.8500 to $22.8499 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 (3).
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.8500 to $22.8600 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 (4).
5. Shares held by the Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (the "Mark Armenante GRAT"). The Reporting Person is a trustee and beneficiary of the Mark Armenante GRAT, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Mark Armenante GRAT.
6. Shares held by the Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 (the "Elizabeth Armenante GRAT"). The Reporting Person is a trustee and family member of Elizabeth Armenante, the beneficiary of the Elizabeth Armenante GRAT, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Elizabeth Armenante GRAT.
7. 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.
Meaghan Nelson, attorney-in-fact 08/18/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.