X0306 4 2015-05-26 0 0001393052 VEEVA SYSTEMS INC VEEV 0001585820 Armenante Mark C/O VEEVA SYSTEMS INC. 4637 CHABOT DRIVE, SUITE 210 PLEASANTON CA 94588 1 0 1 0 Class A Common Stock 2015-05-26 4 C 0 25000 0.00 A 25000 D Class A Common Stock 2015-05-26 4 S 0 24500 28.4505 D 500 D Class A Common Stock 2015-05-26 4 S 0 500 28.854 D 0 D Class A Common Stock 2015-05-27 4 C 0 25000 0.00 A 25000 D Class A Common Stock 2015-05-27 4 S 0 25000 28.0739 D 0 D Class A Common Stock 2015-05-26 4 C 0 2500 0.00 A 2500 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-05-26 4 S 0 2500 28.4736 D 0 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-05-27 4 C 0 2500 0.00 A 2500 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-05-27 4 S 0 2500 28.0476 D 0 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-05-26 4 C 0 2500 0.00 A 2500 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-05-26 4 S 0 2500 28.4746 D 0 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-05-27 4 C 0 2500 0.00 A 2500 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-05-27 4 S 0 2500 28.0474 D 0 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class B Common Stock 2015-05-26 4 C 0 25000 0.00 D Class A Common Stock 25000 8975000 D Class B Common Stock 2015-05-27 4 C 0 25000 0.00 D Class A Common Stock 25000 8950000 D Class B Common Stock 2015-05-26 4 C 0 2500 0.00 D Class A Common Stock 2500 790500 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class B Common Stock 2015-05-27 4 C 0 2500 0.00 D Class A Common Stock 2500 788000 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class B Common Stock 2015-05-26 4 C 0 2500 0.00 D Class A Common Stock 2500 790500 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class B Common Stock 2015-05-27 4 C 0 2500 0.00 D Class A Common Stock 2500 788000 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.8400 to $28.8399 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). The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.8400 to $28.8800 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). The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.7300 to $28.6300 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). 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.9800 to $28.8300 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 (6). The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.7500 to $28.4800 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 (7). 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.9800 to $28.8300 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 (9). The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.7500 to $28.4800 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 (10). 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. Meaghan Nelson, attorney-in-fact 2015-05-28