Sec Form 4 Filing - Cabral Timothy S @ VEEVA SYSTEMS INC - 2019-04-11

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 Cabral Timothy S 2. Issuer Name and Ticker or Trading Symbol VEEVA SYSTEMS INC [ VEEV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O VEEVA SYSTEMS INC., 4280 HACIENDA DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/11/2019 (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

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 Stock Option (right to buy) ( 1 ) $ 135.49 04/11/2019( 1 ) A 21,000 04/01/2020( 2 ) 04/10/2029 Class A Common Stock 21,000 $ 0 21,000 D Restricted Stock Units ( 3 ) 04/11/2019( 1 ) A 4,700 ( 4 ) ( 4 ) Class A Common Stock 4,700 $ 0 4,700 D Class B Common Stock ( 5 ) 04/10/2019 J 10,000 ( 5 ) ( 5 ) Class A Common Stock 10,000 ( 6 ) $ 0 0 ( 6 ) D Class B Common Stock ( 5 ) 04/10/2019 J 10,000 ( 5 ) ( 5 ) Class A Common Stock 10,000 ( 7 ) $ 0 325,934 ( 7 ) I By the Cabral Family Trust, dated April 17, 2001 ( 8 ) Class B Common Stock ( 5 ) 04/10/2019 J 20,000 ( 5 ) ( 5 ) Class A Common Stock 20,000 ( 9 ) $ 0 20,000 ( 9 ) I By the TC 2013 Annuity Trust ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cabral Timothy S C/O VEEVA SYSTEMS INC. 4280 HACIENDA DRIVE PLEASANTON, CA94588 Chief Financial Officer Signatures /s/ Meaghan S. Nelson, attorney-in-fact 04/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 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 options were granted under the Issuer's 2013 Equity Incentive Plan ("Plan"). The Reporting Person vests ownership in this option over four years, with 25% of the shares subject to the award vesting April 1, 2020, and 1/4 of the shares vesting on an annual basis thereafter, subject to continued service to the Issuer by the Reporting Person. ( 3 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of the Issuer. ( 4 )The RSUs were granted under the Issuer's 2013 Equity Incentive Plan. The Reporting Person vests ownership in the RSUs over one year with 25% of the RSUs vesting on July 1, 2019, and 25% of the RSUs vesting on a quarterly basis thereafter, subject to continued service to the Issuer by the Reporting Person. ( 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, which occurs after the closing of the IPO, except for certain permitted transfers described in, and transfers to any "permittedtransferee" as defined in, the Issuer's restated certificate of incorporation in effect after the closing of the IPO. All shares of Class A and Class B CommonStock 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. ( 6 )Represents the transfer of 10,000 shares of Class B Common Stock from the Reporting Person to the TC 2013 Annuity Trust (the "TC Trust") on April 10, 2019. ( 7 )Represents the transfer of 10,000 shares of Class B Common Stock from the Cabral Family Trust, dated April 17, 2001 (the "Cabral Family Trust") to the TC 2013 Annuity Trust (the "TC Trust") on April 10, 2019. ( 8 )Shares held by the Cabral Family Trust. The Reporting Person is a trustee and beneficiary of the Cabral Family Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the Cabral Family Trust. ( 9 )Represents the transfer of 10,000 shares of Class B Common Stock from the Reporting Person to the TC Trust and 10,000 shares of Class B Common Stock from the Cabral Family Trust to the TC Trust as described in footnotes (6) and (7) above. ( 10 )Shares held by the TC Trust. The Reporting Person is a trustee and beneficiary of the TC Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the TC Trust.

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