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).

1. Name and Address of Reporting Person* EMERGENCE CAPITAL PARTNERS II LP (Last) (First) (Middle) 160 BOVET ROAD, SUITE 300 (Street) SAN MATEO CA 94402 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/02/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	12/02/2014		J(1)		4,500,000	D	$0.00(1)	0	I	By Emergence Capital Partners II, L.P.(2)
Class A Common Stock	12/02/2014		J(3)		976,500	D	$0.00	0	I	By Emergence Equity Partners II, L.P.(2)

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
Class B Common Stock	(1)	12/02/2014		C(1)			4,500,000	(4)	(4)	Class A Common Stock	4,500,000	$0.00	18,450,000	I	By Emergence Capital Partners II, L.P.(2)

1. Name and Address of Reporting Person* EMERGENCE CAPITAL PARTNERS II LP (Last) (First) (Middle) 160 BOVET ROAD, SUITE 300 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EMERGENCE EQUITY PARTNERS II, L.P. (Last) (First) (Middle) 160 BOVET ROAD, SUITE 300 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EMERGENCE GP PARTNERS, LLC (Last) (First) (Middle) 160 BOVET ROAD, SUITE 300 (Street) SAN MATEO CA 94402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On December 2, 2014, Emergence Capital Partners II, L.P. ("Emergence") converted in the aggregate 4,500,000 shares of the Issuer's Class B Common Stock into 4,500,000 shares of the Issuer's Class A Common Stock. Subsequently, Emergence distributed in-kind, without consideration, all 4,500,000 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) of the Securities Exchange Act of 1934, as amended.

2. 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"). 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 member of EGP and partner of EEP II, serves as a representative of the Emergence Entities on the Issuer's board of directors.

3. On December 2, 2014, EEP II received 976,500 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 976,500 shares of Class A Common Stock pro-rata to its partners, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended.

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 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.

Remarks:

	By: Emergence Capital Partners II, L.P., By: Emergence Equity Partners II, L.P., its sole general partner, By: Emergence GP Partners, LLC, its sole general partner, /s/ Gordon Ritter, Manager	12/04/2014
	By: Emergence Equity Partners II, L.P., its sole general partner, By: Emergence GP Partners, LLC, its sole general partner, /s/ Gordon Ritter, Manager	12/04/2014
	By: Emergence GP Partners, LLC, /s/ Gordon Ritter, Manager	12/04/2014
	** Signature of Reporting Person	Date
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