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 *
Wallach Matthew J
  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)
President
(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   J(1)   2,900,000 D (1) 0 D  
Common Stock 10/21/2013   J(1)   300,000 D (1) 0 I By Matt Wallach 2012 Irrevocable Trust (2)
Common Stock 10/21/2013   J(1)   300,000 D (1) 0 I By Matt Wallach 2013 Irrevocable Trust (3)
Class A Common Stock 10/21/2013   C(4)   500,000 A (5) 500,000 D  
Class A Common Stock 10/21/2013   S(4)   500,000 D $ 20 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Class B Common Stock (5) 10/21/2013   J(1)   2,900,000     (5)   (5) Class A Common Stock 2,900,000 $ 0 2,900,000 D  
Class B Common Stock (5) 10/21/2013   C(4)     500,000   (5)   (5) Class A Common Stock 500,000 $ 0 2,400,000 D  
Class B Common Stock (5) 10/21/2013   J(1)   300,000     (5)   (5) Class A Common Stock 300,000 $ 0 300,000 I By Matt Wallach 2012 Irrevocable Trust (2)
Class B Common Stock (5) 10/21/2013   J(1)   300,000     (5)   (5) Class A Common Stock 300,000 $ 0 300,000 I By Matt Wallach 2013 Irrevocable Trust (3)
Stock Option (right to buy) $ 3.92 10/21/2013   J(6)     1,333,333   (7) 03/09/2023 Common Stock 1,333,333 $ 0 0 D  
Stock Option (right to buy) $ 3.92 10/21/2013   J(6)   1,333,333     (7) 03/09/2023 Class B Common Stock 1,333,333 $ 0 1,333,333 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wallach Matthew J
C/O VEEVA SYSTEMS INC.
4637 CHABOT DRIVE, SUITE 210
PLEASANTON, CA 94588
      President  

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) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically reclassified into one (1) share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering of Class A Common Stock (the "IPO").
(2) The shares are held directly by the Matt Wallach 2012 Irrevocable Trust (the "2012 Trust"). The Reporting Person is a trustee and beneficiary of the 2012 Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the 2012 Trust.
(3) The shares are held directly by the Matt Wallach 2013 Irrevocable Trust (the "2013 Trust"). The Reporting Person is a trustee and beneficiary of the 2013 Trust and may be deemed to share voting and dispositive power with regard to the reported shares held by the 2013 Trust.
(4) 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.
(5) 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.
(6) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock underlying the reported option automatically reclassified into one (1) share of Class B Common Stock immediately prior to the closing of the IPO.
(7) 1/60th of the option shares will vest and become exercisable for each month of continuous service by the Reporting Person after February 1, 2014.

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