X0306 4 2014-06-24 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 2014-06-24 4 C 0 3000000 A 3000000 I By Emergence Capital Partners II, L.P. Class A Common Stock 2014-06-24 4 S 0 3000000 24.27 D 0 I By Emergence Capital Partners II, L.P. Class B Common Stock 2014-06-24 4 C 0 3000000 0.00 D Class A Common Stock 3000000 25950000 I By Emergence Capital Partners II, L.P. Each share of Class A Common Stock was issued upon conversion of one (1) share of Class B Common Stock. 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. Shares held directly by Emergence. The sole general partner of Emergence is Emergence Equity Partners II, L.P. ("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"), and each of EEP II and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by Emergence. Each of Mr. Kevin Spain, a partner of EEP II, and 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. By: 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 2014-06-25 By: Emergence Equity Partners II, L.P., By: Emergence GP Partners, LLC, its sole general partner, /s/ Gordon Ritter, Manager 2014-06-25 By: Emergence GP Partners, LLC, /s/ Gordon Ritter, Manager 2014-06-25