Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sohn Young A
  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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O VEEVA SYSTEMS INC., 4637 CHABOT DRIVE, SUITE 210
3. Date of Earliest Transaction (Month/Day/Year)
10/21/2013
(Street)

PLEASANTON, CA 94588
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock 10/21/2013   C(1)   13,450,000 A (1) 13,450,000 D  
Common Stock 10/21/2013   J(2)   13,450,000 D (2) 0 D  
Class A Common Stock 10/21/2013   C(3)   500,000 A (4) 500,000 D  
Class A Common Stock 10/21/2013   S(3)   500,000 D $ 20 0 D  
Common Stock 10/21/2013   C(1)   1,000,000 A (1) 1,000,000 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 (5)
Common Stock 10/21/2013   J(2)   1,000,000 D (2) 0 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 (5)

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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 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
Series A Convertible Preferred Stock (1) 10/21/2013   C(1)     13,450,000   (1)   (1) Common Stock 13,450,000 $ 0 0 D  
Class B Common Stock (4) 10/21/2013   J(2)   13,450,000     (4)   (4) Class A Common Stock 13,450,000 $ 0 13,450,000 D  
Class B Common Stock (4) 10/21/2013   C(3)     500,000   (4)   (4) Class A Common Stock 500,000 $ 0 12,950,000 D  
Series A Convertible Preferred Stock (1) 10/21/2013   C(1)     1,000,000   (1)   (1) Common Stock 1,000,000 $ 0 0 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 (5)
Class B Common Stock (4) 10/21/2013   J(2)   1,000,000     (4)   (4) Class A Common Stock 1,000,000 $ 0 1,000,000 I By Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sohn Young A
C/O VEEVA SYSTEMS INC.
4637 CHABOT DRIVE, SUITE 210
PLEASANTON, CA 94588
  X   X    

Signatures

 /s/ Meaghan Nelson, attorney-in-fact   10/23/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of convertible preferred stock automatically converted into one (1) share of Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock (the "IPO"), and has no expiration date.
(2) Immediately prior to the closing of the IPO and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified, in an exempt transaction pursuant to Rule 16b-7, into one (1) share of Class B Common Stock.
(3) Each share of Class A Common Stock was issued upon conversion of one (1) share of Class B Common Stock. The Reporting Person sold Class A Common Stock to the underwriters in connection with the closing of the IPO.
(4) 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.
(5) Shares held by the Young Sohn Grantor Retained Annuity Trust dated May 21, 2013 (the "Sohn GRAT"). The Reporting Person is a trustee and beneficiary of the Sohn GRAT and may be deemed to share voting and dispositive power with regard to the reported shares held by the Sohn GRAT.

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