Sec Form 4 Filing - Sohn Young A @ VEEVA SYSTEMS INC - 2016-02-18

Insider filing report for Changes in Beneficial Ownership
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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
Sohn Young A
2. Issuer Name and Ticker or Trading Symbol
VEEVA SYSTEMS INC [ VEEV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VEEVA SYSTEMS INC., 4280 HACIENDA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2016
(Street)
PLEASANTON, CA94588
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 02/18/2016 C 62,500 A $ 0 62,500 D
Class A Common Stock 02/18/2016 S( 1 ) 62,500 D $ 22.0829 ( 2 ) 0 D
Class A Common Stock 02/19/2016 C 62,500 A $ 0 62,500 D
Class A Common Stock 02/19/2016 S( 1 ) 62,500 D $ 22.1134 ( 3 ) 0 D
Class A Common Stock 02/18/2016 C 6,250 A $ 0 6,250 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 ( 4 )
Class A Common Stock 02/18/2016 S( 1 ) 6,250 D $ 22.0768 ( 5 ) 0 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 ( 4 )
Class A Common Stock 02/19/2016 C 6,250 A $ 0 6,250 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 ( 4 )
Class A Common Stock 02/19/2016 S( 1 ) 6,250 D $ 22.1151 ( 6 ) 0 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 ( 4 )
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 ( 7 ) 02/18/2016 C 62,500 ( 7 ) ( 7 ) Class A Common Stock 62,500 $ 0 9,194,500 D
Class B Common Stock ( 7 ) 02/19/2016 C 62,500 ( 7 ) ( 7 ) Class A Common Stock 62,500 $ 0 9,132,000 D
Class B Common Stock ( 7 ) 02/18/2016 C 6,250 ( 7 ) ( 7 ) Class A Common Stock 6,250 $ 0 541,750 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 ( 4 )
Class B Common Stock ( 7 ) 02/19/2016 C 6,250 ( 7 ) ( 7 ) Class A Common Stock 6,250 $ 0 535,500 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sohn Young A
C/O VEEVA SYSTEMS INC.
4280 HACIENDA DRIVE
PLEASANTON, CA94588
X
Signatures
/s/ Meaghan S. Nelson, attorney-in-fact 02/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
( 2 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.7700 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 (2).
( 3 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.6400 to $22.3800 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).
( 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.
( 5 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.7700 to $22.5000 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 (5).
( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.7200 to $22.3400 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, upo n request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6).
( 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.

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