Sec Form 4 Filing - Cabral Timothy S @ VEEVA SYSTEMS INC - 2020-06-11

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) 06/11/2020 (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 06/11/2020( 1 ) C 30,000 A $ 0 32,634 D Class A Common Stock 06/11/2020 S 15,970 D $ 214.0689 ( 2 ) 16,664 D Class A Common Stock 06/11/2020 S 9,730 D $ 214.9259 ( 3 ) 6,934 D Class A Common Stock 06/11/2020 S 3,500 D $ 216.1167 ( 4 ) 3,434 D Class A Common Stock 06/11/2020 S 800 D $ 216.9738 ( 5 ) 2,634 D Class A Common Stock 06/11/2020( 1 ) M 4,512 A $ 0 7,146 D Class A Common Stock 06/11/2020 S 4,512 D $ 219.5335 ( 6 ) 2,634 D Class A Common Stock 06/11/2020 S 2,634 D $ 219.5593 0 D

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 purchase) $ 135.49 06/11/2020( 1 ) M 4,512 ( 7 ) 04/10/2029 Class A Common Stock 4,512 $ 0 16,488 D Stock Option (right to purchase) $ 3.92 06/11/2020( 1 ) M 30,000 ( 7 ) 03/09/2023 Class B Common Stock 30,000 $ 0 36,060 D Class B Common Stock ( 8 ) 06/11/2020( 1 ) A 30,000 ( 8 ) ( 8 ) Class A Common Stock 30,000 $ 0 30,000 D Class B Common Stock ( 8 ) 06/11/2020( 1 ) C 30,000 ( 8 ) ( 8 ) Class A Common Stock 30,000 $ 0 0 D

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 06/15/2020 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.6000 to $214.5800 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 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.6050 to $215.4300 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. ( 4 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.7000 to $216.6100 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 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.9700 to $217.0000 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. ( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.5001 to $219.6100 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. ( 7 )The option shares are fully vested and may be exercised at any time. ( 8 )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 in effect after the closing of the IPO. 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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