Sec Form 4 Filing - EMERGENCE CAPITAL PARTNERS II LP @ VEEVA SYSTEMS INC - 2016-03-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person EMERGENCE CAPITAL PARTNERS II LP 2. Issuer Name and Ticker or Trading Symbol VEEVA SYSTEMS INC [ VEEV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 160 BOVET ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2016 (Street) SAN MATEO, CA94402 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/09/2016 C( 1 )( 2 ) 2,000,000 A $ 0 ( 2 ) 0 I By Emergence Capital Partners II, L.P. ( 3 ) Class A Common Stock 03/09/2016 J( 2 ) 2,000,000 D $ 0 ( 2 ) 0 I By Emergence Capital Partners II, L.P. ( 3 ) Class A Common Stock 03/09/2016 J( 4 ) 434,000 D $ 0 ( 4 ) 0 I By Emergence Equity Partners II, L.P. ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 2 ) 03/09/2016 C( 1 )( 2 ) 2,000,000 ( 5 ) ( 5 ) Class A Common Stock 2,000,000 $ 0 7,950,000 I By Emergence Capital Partners II, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EMERGENCE CAPITAL PARTNERS II LP 160 BOVET ROAD, SUITE 300 SAN MATEO, CA94402 X X EMERGENCE EQUITY PARTNERS II, L.P. 160 BOVET ROAD, SUITE 300 SAN MATEO, CA94402 X X EMERGENCE GP PARTNERS, LLC 160 BOVET ROAD, SUITE 300 SAN MATEO, CA94402 X X Signatures 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/ Jason Green, Manager 03/10/2016 Signature of Reporting Person Date Emergence Equity Partners II, L.P., By: Emergence GP Partners, LLC, its sole general partner, /s/ Jason Green, Manager 03/10/2016 Signature of Reporting Person Date Emergence GP Partners, LLC, /s/ Jason Green, Manager 03/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act. ( 2 )On March 9, 2016, Emergence Capital Partners II, L.P. ("Emergence") converted in the aggregate 2,000,000 shares of the Issuer's Class B Common Stock into 2,000,000 shares of the Issuer's Class A Common Stock. Subsequently, Emergence distributed in-kind, without consideration, all 2,000,000 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Emergence Equity Partners II, L.P. ("EEP II"), in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Act. ( 3 )The sole general partner of Emergence is 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"). Each of EEP II and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by Emergence, and EGP may be deemed to have sole voting and dispositive power with respect to the shares held by EEP II. 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. ( 4 )On March 9, 2016, EEP II received 434,000 shares of the Issuer's Class A Common Stock as a result of the pro-rata in-kind distribution by Emergence for no consideration. EEP II then immediately distributed in-kind, without consideration, all 434,000 shares of Class A Common Stock pro-rata to its partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Act. ( 5 )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.

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