Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-062017
Date:2019-12-23
Issuer: VEEVA SYSTEMS INC (VEEV)
Original Submission Date:

Reporting Person:

RITTER GORDON
C/O EMERGENCE CAPITAL
160 BOVET ROAD, STE. 300 SAN MATEO, CA 94402

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-12-23 C 850,000 a $0.00 0 indirect f4
CLASS A COMMON STOCK 2019-12-23 J 850,000 d $0.00 0 indirect f4
CLASS A COMMON STOCK 2019-12-23 J 184,156 d $0.00 0 indirect f4
CLASS A COMMON STOCK 2019-12-23 J 52,685 a $0.00 634,479 indirect f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2019-12-23 deemed execution date C 850,000 (d) class a common stock 850,000 $0.00 1,000,000 indirect by emergence capital partners ii, l.p.
Footnotes
IDfootnote
f1 on december 23, 2019, emergence capital partners ii, l.p. ("emergence") converted in the aggregate 850,000 shares of the issuer's class b common stock into 850,000 shares of the issuer's class a common stock. subsequently, emergence distributed in-kind, without consideration, all 850,000 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.
f2 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.
f3 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.
f4 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. the reporting person is a partner of eep ii and a member of egp and serves 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.
f5 on december 23, 2019, eep ii received 184,156 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 184,156 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.
f6 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.
f7 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.
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