X0306 4/A 2016-02-23 2016-02-25 0 0001393052 VEEVA SYSTEMS INC VEEV 0001585819 Wallach Matthew J C/O VEEVA SYSTEMS INC. 4280 HACIENDA DRIVE PLEASANTON CA 94588 0 1 0 0 President Class A Common Stock 2016-02-23 4 C 0 40193 0.00 A 40193 D Class A Common Stock 2016-02-23 4 S 0 40193 22.2912 D 0 D Class A Common Stock 2016-02-24 4 C 0 43807 0.00 A 43807 D Class A Common Stock 2016-02-24 4 S 0 39000 22.106 D 4807 D Class A Common Stock 2016-02-24 4 S 0 4807 22.6312 D 0 D Stock Option (right to buy) 3.92 2016-02-23 4 M 0 40193 0.00 D 2023-03-09 Class B Common Stock 40193 915560 D Class B Common Stock 2016-02-23 4 A 0 40193 0.00 A Class A Common Stock 40193 1132915 D Class B Common Stock 2016-02-23 4 C 0 40193 0.00 D Class A Common Stock 40193 1092722 D Class B Common Stock 2016-02-24 4 C 0 43807 0.00 D Class A Common Stock 43807 1048915 D 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 $22.1000 to $22.5600 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 $21.6000 to $22.5999 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 $22.6000 to $22.7000 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). The option shares are fully vested and may be exercised at any time. This amendment is being filed to correct certain clerical errors on the Form 4 filed on February 25, 2016 by the Reporting Person. 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. Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 172,626 shares of Class B Common Stock held directly by the Reporting Person. Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 132,433 shares of Class B Common Stock held directly by the Reporting Person. Represents (i) 900,000 shares of Class B Common Stock held by the Reporting Person and Cristina Wallach as joint tenants with right of survivorship and (ii) 88,626 shares of Class B Common Stock held directly by the Reporting Person. /s/ Brian N. Savage, attorney-in-fact 2016-03-01