SEC Form 4 · accession 0001209191-16-145824

Coupa Software Inc · COUP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Neeraj Agrawal

Director · 10% Owner

Period of report

Oct 12, 2016

Accepted (ET)

Oct 13, 2016 · 5:36 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 Stock^F1,F2,F3	Oct 12, 2016	C	6,243,840	—	A	6,594,220	I	By Battery Ventures VIII, L.P.
Common Stock^F3	Oct 12, 2016	P	275,000	$18.00	A	6,869,220	I	By Battery Ventures VIII, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Convertible Preferred Stock^F3,F2	—	Oct 12, 2016	C	36,030	D	—	—	Common Stock	45,239	I
Series B Convertible Preferred Stock^F3,F2	—	Oct 12, 2016	C	839,552	D	—	—	Common Stock	1,595,517	I
Series C Convertible Preferred Stock^F3,F2	—	Oct 12, 2016	C	1,432,578	D	—	—	Common Stock	1,432,578	I
Series D Convertible Preferred Stock^F3,F2	—	Oct 12, 2016	C	1,164,075	D	—	—	Common Stock	1,164,075	I
Series E Convertible Preferred Stock^F3,F2	—	Oct 12, 2016	C	767,715	D	—	—	Common Stock	767,715	I
Series F Convertible Preferred Stock^F3,F2	—	Oct 12, 2016	C	1,087,762	D	—	—	Common Stock	1,087,762	I
Series G Convertible Preferred Stock^F3,F2	—	Oct 12, 2016	C	150,954	D	—	—	Common Stock	150,954	I

Explanation of responses

F1The total represents shares received upon conversion of shares of Series A, B, C, D, E, F and G Convertible Preferred Stock.
F2Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into 1.25561723 and 1.90043965 shares, respectively, of 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, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. The convertible preferred stock had no expiration date.
F3Battery Partners VIII, LLC ("BP VIII") is the sole general partner of Battery Ventures VIII, L.P. ("Battery Ventures VIII"). BP VIII's investment adviser is Battery Management Corp. (together with BP VIII, the "Battery Companies"). The Reporting Person, Michael M. Brown, Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin and Roger H. Lee are the managing members and officers of the Battery Companies and may be deemed to share voting and dispositive power with respect to the shares held by Battery Ventures VIII. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.