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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 3.92 | 06/01/2016(1) | M | 18,000 | (5) | 03/25/2023 | Class B Common Stock | 18,000 | $ 0 | 77,000 | D | ||||
| Class B Common Stock | (6) | 06/01/2016(1) | A | 18,000 | (6) | (6) | Class A Common Stock | 18,000 | $ 0 | 18,000 | D | ||||
| Class B Common Stock | (6) | 06/01/2016(1) | C | 18,000 | (6) | (6) | Class A Common Stock | 18,000 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (3) | 06/01/2016(1) | M | 500 | (7) | (7) | Class A Common Stock | 500 | $ 0 | 5,500 | D | ||||
| Restricted Stock Units | (3) | 06/01/2016(1) | M | 1,500 | (8) | (8) | Class A Common Stock | 1,500 | $ 0 | 16,500 | D | ||||
| Restricted Stock Units | (3) | 06/01/2016(1) | M | 500 | (9) | (9) | Class A Common Stock | 500 | $ 0 | 7,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Zuppas Eleni Nitsa C/O VEEVA SYSTEMS INC. 4280 HACIENDA DRIVE PLEASANTON, CA 94588 |
Chief Marketing Officer | |||
| /s/ Brian N. Savage, attorney-in-fact | 06/03/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.5000 to $33.7000 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 (2). |
| (3) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of the Issuer. |
| (4) | The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person and were made to cover taxes associated with restricted stock vesting on June 1, 2016. |
| (5) | The option shares are fully vested and may be exercised at any time. |
| (6) | 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. |
| (7) | On March 25, 2015, the Reporting Person was granted 8,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 1/16 of the RSUs vested on June 1, 2015, with 1/16 of the RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2015. |
| (8) | On April 27, 2015, the Reporting Person was granted 24,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 1/16 of the RSUs vested on June 1, 2015, with 1/16 of the RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2015. |
| (9) | On March 23, 2016, the Reporting Person was granted 8,000 RSUs under the Issuer's 2013 Equity Incentive Plan, of which 1/16 of the RSUs vested on June 1, 2016, with 1/16 of the RSUs vesting for each quarter of continuous service to the Issuer by the Reporting Person after June 1, 2016. |