SEC Form 4 · accession 0001209191-16-145733
Coupa Software Inc · COUP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BlueRun Ventures L P
10% Owner
BRV Opportunities Fund GP, LLC
10% Owner
BRV Opportunities Fund, L.P.
10% Owner
Jonathan Ebinger
10% Owner
BRV Partners, L.L.C.
10% Owner
John Arthur Malloy
10% Owner
Period of report
Oct 12, 2016
Accepted (ET)
Oct 12, 2016 · 6:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001385867
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 12, 2016 | C | 5,043,880 | — | A | 5,129,188 | I | By Bluerun Ventures, L.P. |
| Common StockF3 | holding | — | — | — | 61,250 | I | By BRV Opportunities Fund, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF2,F4 | — | Oct 12, 2016 | C | 536,315 | D | — | — | Common Stock | 673,406 | 0 | I |
| Series B Convertible Preferred StockF2,F5 | — | Oct 12, 2016 | C | 279,850 | D | — | — | Common Stock | 531,838 | 0 | I |
| Series C Convertible Preferred StockF2,F6 | — | Oct 12, 2016 | C | 1,501,693 | D | — | — | Common Stock | 1,501,693 | 0 | I |
| Series D Convertible Preferred StockF2,F6 | — | Oct 12, 2016 | C | 1,035,787 | D | — | — | Common Stock | 1,035,787 | 0 | I |
| Series E Convertible Preferred StockF2,F6 | — | Oct 12, 2016 | C | 683,109 | D | — | — | Common Stock | 683,109 | 0 | I |
| Series F Convertible Preferred StockF2,F6 | — | Oct 12, 2016 | C | 618,047 | D | — | — | Common Stock | 618,047 | 0 | I |
Explanation of responses
- F1Each share of Series A Convertible Preferred Stock automatically converted into 1.25561723 shares of the Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. Each share of Series B Convertible Preferred Stock automatically converted into 1.90043965 shares of the Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. Each share of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock automatically converted into one share of the Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering.
- F2These shares are owned directly by BlueRun Ventures, L.P. ("BRV"). BRV Partners, L.L.C ("BRV GP") is the general partner of BRV and may be deemed to have sole voting and dispositive power over the shares. John Malloy and Jonathan Ebinger are the managing members of BRV GP and may be deemed to share voting and dispositive power over the shares. Each reporting person disclaims the existence of a "group." Each of BRV GP, John Malloy and Jonathan Ebinger disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BRV GP, John Malloy or Jonathan Ebinger is the beneficial owner of the shares for purposes of Section 16 or any other purpose.
- F3These shares are owned directly by BRV Opportunities Fund, L.P. ("BRVOF"). BRV Opportunities Fund GP, LLC ("BRVOF GP") is the general partner of BRVOF and may be deemed to have sole voting and dispositive power over the shares. John Malloy and Jonathan Ebinger are the managing members of BRVOF GP and may be deemed to share voting and dispositive power over the shares. Each reporting person disclaims the existence of a "group." Each of BRVOF GP, John Malloy and Jonathan Ebinger disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BRVOF GP, John Malloy or Jonathan Ebinger is the beneficial owner of the shares for purposes of Section 16 or any other purpose.
- F4Each share of Series A Convertible Preferred Stock automatically converted into 1.25561723 shares of the Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. The Series A Convertible Preferred Stock had no expiration date.
- F5Each share of Series B Convertible Preferred Stock automatically converted into 1.90043965 shares of the Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. The Series B Convertible Preferred Stock had no expiration date.
- F6Each share of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock automatically converted into one share of the Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. The Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock had no expiration date.