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[Form 4] Veeva Systems Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ritter Gordon, a director of Veeva Systems Inc. (VEEV), reported the vesting and receipt of 298 Restricted Stock Units (RSUs) on 09/01/2025 that converted into 298 shares of Class A common stock at no cash cost. After the transaction, the filing shows he directly holds 1,095 shares. The filing also discloses indirect holdings: 575,282 shares held by the Ritter-Metzler Revocable Trust, 92,000 shares held by GABACOR Holdings LLC, and 500,000 shares held by Emergence Capital Partners II, L.P., where the reporting person has specified limited roles and disclaimers of beneficial ownership except to the extent of pecuniary interest. The transaction was reported pursuant to Rule 16b-6(b) and relates to standard board RSU vesting.

Positive

  • 298 RSUs vested into shares on 09/01/2025 at no cash cost
  • Direct holdings increased to 1,095 shares following the vesting
  • Clear disclosure of indirect ownership via the Ritter-Metzler Revocable Trust, GABACOR Holdings LLC, and Emergence Capital Partners II, L.P.
  • Transaction reported under Rule 16b-6(b), indicating an exempt routine equity compensation event

Negative

  • None.

Insights

TL;DR: Routine director RSU vesting added 298 shares to direct holdings; no cash purchase or unusual transaction terms.

The 09/01/2025 entry reflects the partial vesting of RSUs previously granted on 06/18/2025, converting 298 RSUs into shares at $0 per share. This is a standard equity compensation event for non-employee directors and was reported under an exemption (Rule 16b-6(b)). The filing notes both direct and multiple indirect ownership vehicles, with the reporting person disclaiming beneficial ownership of shares held by trusts and investment entities except for any pecuniary interest. From an investor disclosure perspective, the form is complete and routine.

TL;DR: Governance disclosure is consistent and transparent; indirect ownership and disclaimers are clearly stated.

The Form 4 clearly identifies the nature of indirect ownership: trust, an LLC, and limited partnership interests tied to Emergence entities, and explains the reporting person’s roles (trustee/beneficiary, controlling person, partner/member and director). Such granular attribution and disclaimers align with best practices for avoiding ambiguity about voting and dispositive power while disclosing potential conflicts. The transaction itself appears immaterial to control or governance change.

SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ritter Gordon

(Last) (First) (Middle)
C/O EMERGENCE CAPITAL
PIER 5, SUITE 102

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VEEVA SYSTEMS INC [ VEEV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 09/01/2025 M(1) 298 A $0 1,095 D
Class A Common Stock 575,282 I By the Ritter-Metzler Revocable Trust dated November 6, 2000(2)
Class A Common Stock 92,000 I By GABACOR Holdings LLC(3)
Class A Common Stock 500,000 I By Emergence Capital Partners II, L.P.(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units (5) 09/01/2025 M(1) 298 (6) (6) Class A Common Stock 298 $0 893 D
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. 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.
3. Shares held by GABACOR Holdings LLC ("GABACOR"). The Reporting Person is a controlling person of GABACOR and may be deemed to share voting and dispositive power with regard to the reported shares held by GABACOR. The Reporting Person disclaims beneficial ownership of the reported shares held by GABACOR, except to the extent, if any, of his pecuniary interest therein.
4. The sole general partner of Emergence Capital Partners II, L.P. ("Emergence") is Emergence Equity Partners II, L.P. ("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.
5. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of the Issuer.
6. On June 18, 2025, the Reporting Person was granted 1,191 RSUs under the Issuer's Amended & Restated 2013 Equity Incentive Plan, of which 1/4 of the RSUs vested on September 1, 2025, with the remaining RSUs vesting equally on a quarterly basis thereafter, subject to continued service on the Issuer's board of directors on the applicable vesting date.
Remarks:
/s/ Liang Dong, attorney-in-fact 09/03/2025
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 filed for VEEV report on 09/01/2025?

The Form 4 reports that 298 RSUs vested and converted to 298 shares of Class A common stock on 09/01/2025, increasing direct holdings to 1,095 shares.

Did Ritter Gordon pay for the shares received on vesting?

No. The filing shows the RSUs converted to shares at a price of $0, indicating shares were issued upon vesting rather than purchased.

What indirect holdings does the Form 4 disclose for the reporting person?

The filing discloses 575,282 shares held by the Ritter-Metzler Revocable Trust, 92,000 shares held by GABACOR Holdings LLC, and 500,000 shares held by Emergence Capital Partners II, L.P., with disclaimers of beneficial ownership except for any pecuniary interest.

Was the transaction considered exempt under Section 16 rules?

Yes. The filing states the transaction was exempt from Section 16(b) pursuant to Rule 16b-6(b).

How many RSUs were originally granted and what is the vesting schedule referenced?

The reporting person was granted 1,191 RSUs on 06/18/2025; 1/4 vested on 09/01/2025 with the remainder vesting equally each quarter thereafter, subject to continued board service.
Veeva Sys Inc

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