X0306 4 2015-11-30 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 Class A Common Stock 2015-11-30 4 C 0 4000000 0.00 A 0 I By Emergence Capital Partners II, L.P. Class A Common Stock 2015-11-30 4 J 0 4000000 0.00 D 0 I By Emergence Capital Partners II, L.P. Class A Common Stock 2015-11-30 4 J 0 868000 0.00 D 0 I By Emergence Equity Partners II, L.P. Class B Common Stock 2015-11-30 4 C 0 4000000 0.00 D Class A Common Stock 4000000 9950000 I By Emergence Capital Partners II, L.P. On November 30, 2015, Emergence Capital Partners II, L.P. ("Emergence") converted in the aggregate 4,000,000 shares of the Issuer's Class B Common Stock into 4,000,000 shares of the Issuer's Class A Common Stock. Subsequently, Emergence distributed in-kind, without consideration, all 4,000,000 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Emergence Equity Partners II, L.P. ("EEP II"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. The sole general partner of Emergence is 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"). Each of EEP II and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by Emergence, and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by EEP II. 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. On November 30, 2015, EEP II received 868,000 shares of the Issuer's Class A Common Stock as a result of the pro-rata in-kind distribution by Emergence for no consideration. EEP II then immediately distributed in-kind, without consideration, all 868,000 shares of Class A Common Stock pro-rata to its partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. 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 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. 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/ Gordon Ritter, Manager 2015-12-02 Emergence Equity Partners II, L.P., By: Emergence GP Partners, LLC, its sole general partner, /s/ Gordon Ritter, Manager 2015-12-02 Emergence GP Partners, LLC, /s/ Gordon Ritter, Manager 2015-12-02