X0306 4 2015-10-12 0 0001393052 VEEVA SYSTEMS INC VEEV 0001585820 Armenante Mark C/O VEEVA SYSTEMS INC. 4280 HACIENDA DRIVE PLEASANTON CA 94588 0 0 1 0 Class A Common Stock 2015-10-12 4 C 0 134135 0.00 A 154135 D Class A Common Stock 2015-10-12 4 S 0 134135 25.225 D 20000 D Class A Common Stock 2015-10-13 4 C 0 62500 0.00 A 82500 D Class A Common Stock 2015-10-13 4 S 0 62500 24.9605 D 20000 D Class A Common Stock 2015-10-12 4 C 0 13415 0.00 A 13415 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-10-12 4 S 0 13415 25.198 D 0 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-10-13 4 C 0 6250 0.00 A 6250 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-10-13 4 S 0 6250 24.9332 D 0 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-10-12 4 C 0 13415 0.00 A 13415 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-10-12 4 S 0 13415 25.2337 D 0 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-10-13 4 C 0 6250 0.00 A 6250 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-10-13 4 S 0 6250 24.9363 D 0 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class A Common Stock 2015-10-12 4 C 0 2500 0.00 A 2500 I By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 Class A Common Stock 2015-10-12 4 S 0 2500 25.2154 D 0 I By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 Class A Common Stock 2015-10-13 4 C 0 2500 0.00 A 2500 I By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 Class A Common Stock 2015-10-13 4 S 0 2500 24.9224 D 0 I By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 Class A Common Stock 2015-10-12 4 C 0 2500 0.00 A 2500 I By Christina E. Armenante Trust 2000 U/A dated July 14, 2000 Class A Common Stock 2015-10-12 4 S 0 2500 25.2112 D 0 I By Christina E. Armenante Trust 2000 U/A dated July 14, 2000 Class A Common Stock 2015-10-13 4 C 0 2500 0.00 A 2500 I By Christina E. Armenante Trust 2000 U/A dated July 14, 2000 Class A Common Stock 2015-10-13 4 S 0 2500 24.9308 D 0 I By Christina E. Armenante Trust 2000 U/A dated July 14, 2000 Class B Common Stock 2015-10-12 4 C 0 134135 0.00 D Class A Common Stock 134135 8513088 D Class B Common Stock 2015-10-13 4 C 0 62500 0.00 D Class A Common Stock 62500 8450588 D Class B Common Stock 2015-10-12 4 C 0 13415 0.00 D Class A Common Stock 13415 743956 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class B Common Stock 2015-10-13 4 C 0 6250 0.00 D Class A Common Stock 6250 737706 I By Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class B Common Stock 2015-10-12 4 C 0 13415 0.00 D Class A Common Stock 13415 743956 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class B Common Stock 2015-10-13 4 C 0 6250 0.00 D Class A Common Stock 6250 737706 I By Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013 Class B Common Stock 2015-10-12 4 C 0 2500 0.00 D Class A Common Stock 2500 452500 I By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 Class B Common Stock 2015-10-13 4 C 0 2500 0.00 D Class A Common Stock 2500 450000 I By Andrew M. Armenante Trust 2000 U/A dated July 14, 2000 Class B Common Stock 2015-10-12 4 C 0 2500 0.00 D Class A Common Stock 2500 452500 I By Christina E. Armenante Trust 2000 U/A dated July 14, 2000 Class B Common Stock 2015-10-13 4 C 0 2500 0.00 D Class A Common Stock 2500 450000 I By Christina E. Armenante Trust 2000 U/A dated July 14, 2000 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 $25.0200 to $25.4700 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 $24.5900 to $25.4500 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). 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 $25.0400 to $25.4300 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 (5). The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.6000 to $25.3500 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). 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 $25.0400 to $25.4400 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 (8). The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.6000 to $25.3500 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). Shares held by Andrew M. Armenante Trust 2000 dated July 14, 2000 (the "Andrew Armenante Trust"). The Reporting Person is a trustee of the trust and a family member of Andrew Armenante, the beneficiary of the Andrew Armenante Trust, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Andrew Armenante Trust. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.0800 to $25.3500 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 (11). The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.6000 to $25.3100 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 (12). Shares held by the Christina E. Armenante Trust 2000 dated July 14, 2000 (the "Christina Armenante Trust"). The Reporting Person is a trustee of the trust and a family member of Christina Armenante, the beneficiary of the Christina Armenante Trust, and may be deemed to share voting and dispositive power with regard to the reported shares held by the Christina Armenante Trust. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.0800 to $25.3500 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 (14). The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.6000 to $25.3200 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 (15). 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. /s/ Meaghan S. Nelson, attorney-in-fact 2015-10-14