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Filing Details

Accession Number:: 0001209191-15-082900
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-12-02 16:39:18
Reporting Period:: 2015-11-30

Filing Date:: 2015-12-02
Accepted Time:: 2015-12-02 16:39:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1393052	Veeva Systems Inc	VEEV	Services-Prepackaged Software (7372)	208235463

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1585857	Gordon Ritter	C/O Emergence Capital 160 Bovet Road, Ste. 300 San Mateo CA 94402		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2015-11-30	4,000,000	$0.00	0	No	4	C	Indirect	By Emergence Capital Partners II, L.P.
Class A Common Stock	Disposition	2015-11-30	4,000,000	$0.00	0	No	4	J	Indirect	By Emergence Capital Partners II, L.P.
Class A Common Stock	Disposition	2015-11-30	868,000	$0.00	0	No	4	J	Indirect	By Emergence Equity Partners II, L.P.
Class A Common Stock	Acquisiton	2015-11-30	248,323	$0.00	541,170	No	4	J	Indirect	By the Ritter-Metzler Revocable Trust dated November 6, 2000
Class A Common Stock	Disposition	2015-11-30	2,300	$28.90	538,870	No	4	S	Indirect	By the Ritter-Metzler Revocable Trust dated November 6, 2000
Class A Common Stock	Disposition	2015-12-01	2,300	$27.52	536,570	No	4	S	Indirect	By the Ritter-Metzler Revocable Trust dated November 6, 2000

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Emergence Capital Partners II, L.P.
No	4	J	Indirect	By Emergence Capital Partners II, L.P.
No	4	J	Indirect	By Emergence Equity Partners II, L.P.
No	4	J	Indirect	By the Ritter-Metzler Revocable Trust dated November 6, 2000
No	4	S	Indirect	By the Ritter-Metzler Revocable Trust dated November 6, 2000
No	4	S	Indirect	By the Ritter-Metzler Revocable Trust dated November 6, 2000

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2015-11-30	4,000,000	$0.00	4,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
9,950,000			No	4	C	Indirect

Footnotes

On November 30, 2015, Emergence Capital Partners II, L.P. ("Emergence") converted in the aggregate 4,000,000 shares of the Issuer's Class B Common Stock into 4,000,000 shares of the Issuer's Class A Common Stock. Subsequently, Emergence distributed in-kind, without consideration, all 4,000,000 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 Securities Exchange Act of 1934, as amended.
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.
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"), 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, 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 partner of EEP II and a member of EGP, serves as a representative of the Emergence Entities on the Issuer's board of directors. The Reporting Person disclaims beneficial ownership of the reported shares held by the Emergence Entities except to the extent of his pecuniary interest therein, if any, by virtue of the limited liability company interest he owns in EGP and the partnership interest he owns in EEP II.
On November 30, 2015, EEP II received 868,000 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 868,000 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 Securities Exchange Act of 1934, as amended.
Pro rata distribution from EEP II in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
Shares held by The Ritter-Metzler Revocable Trust dated November 6, 2000 (the "Trust"). The Reporting Person is a trustee and beneficiary of the Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the Trust. The Reporting Person disclaims beneficial ownership of the reported shares held by the Trust, except to the extent, if any, of his pecuniary interest therein.
The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.8400 to $28.9900 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 (8).
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.1800 to $27.8900 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 (9).