X0306 4 2016-03-30 0 0001393052 VEEVA SYSTEMS INC VEEV 0001586616 Sohn Young A C/O VEEVA SYSTEMS INC. 4280 HACIENDA DRIVE PLEASANTON CA 94588 0 0 1 0 Class A Common Stock 2016-03-30 4 C 0 62500 0.00 A 62500 D Class A Common Stock 2016-03-30 4 S 0 62500 24.9531 D 0 D Class A Common Stock 2016-03-31 4 C 0 62500 0.00 A 62500 D Class A Common Stock 2016-03-31 4 S 0 62500 24.9698 D 0 D Class A Common Stock 2016-03-30 4 C 0 6250 0.00 A 6250 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 Class A Common Stock 2016-03-30 4 S 0 6250 24.9452 D 0 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 Class A Common Stock 2016-03-31 4 C 0 6250 0.00 A 6250 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 Class A Common Stock 2016-03-31 4 S 0 6250 24.9758 D 0 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 Class B Common Stock 2016-03-30 4 C 0 62500 0.00 D Class A Common Stock 62500 8944500 D Class B Common Stock 2016-03-31 4 C 0 62500 0.00 D Class A Common Stock 62500 8882000 D Class B Common Stock 2016-03-30 4 C 0 6250 0.00 D Class A Common Stock 6250 516750 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 Class B Common Stock 2016-03-31 4 C 0 6250 0.00 D Class A Common Stock 6250 510500 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act. 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 $24.6100 to $25.3600 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 $24.7200 to $25.1600 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 Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 (the "Sohn GRAT"). The Reporting Person is a trustee and beneficiary of the Sohn GRAT and may be deemed to share voting and dispositive power with regard to the reported shares held by the Sohn GRAT. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.6500 to $25.3400 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 $24.7500 to $25.1100 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). 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/ Brian N. Savage, attorney-in-fact 2016-04-01