Coupa Software (COUP) Form 4 Coupa Software / R DAVID TABORS ownership change

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

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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^*

Battery Ventures VIII lp

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Coupa Software Inc [ COUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2016

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
Common Stock	10/12/2016		C		6,243,840(1)	A	(2)	6,594,220	I	By Battery Ventures VIII, L.P.(3)
Common Stock	10/12/2016		P		275,000	A	$18	6,869,220	I	By Battery Ventures VIII, L.P.(3)

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
Series A Convertible Preferred Stock	(2)	10/12/2016		C			36,030	(2)	(2)	Common Stock	45,239	$0.00	0	I	By Battery Ventures VIII, L.P.(3)
Series B Convertible Preferred Stock	(2)	10/12/2016		C			839,552	(2)	(2)	Common Stock	1,595,517	$0.00	0	I	By Battery Ventures VIII, L.P.(3)
Series C Convertible Preferred Stock	(2)	10/12/2016		C			1,432,578	(2)	(2)	Common Stock	1,432,578	$0.00	0	I	By Battery Ventures VIII, L.P.(3)
Series D Convertible Preferred Stock	(2)	10/12/2016		C			1,164,075	(2)	(2)	Common Stock	1,164,075	$0.00	0	I	By Battery Ventures VIII, L.P.(3)
Series E Convertible Preferred Stock	(2)	10/12/2016		C			767,715	(2)	(2)	Common Stock	767,715	$0.00	0	I	By Battery Ventures VIII, L.P.(3)
Series F Convertible Preferred Stock	(2)	10/12/2016		C			1,087,762	(2)	(2)	Common Stock	1,087,762	$0.00	0	I	By Battery Ventures VIII, L.P.(3)
Series G Convertible Preferred Stock	(2)	10/12/2016		C			150,954	(2)	(2)	Common Stock	150,954	$0.00	0	I	By Battery Ventures VIII, L.P.(3)

1. Name and Address of Reporting Person^*

Battery Ventures VIII lp

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Battery Partners VIII, LLC

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Battery Management Corp.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CROTTY THOMAS J

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FRISBIE RICHARD D

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LAWLER KENNETH P

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TOBIN SCOTT R

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TABORS R DAVID

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lee Roger H

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BROWN MICHAEL MAURICE

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON MA 02210

(City) (State) (Zip)

Explanation of Responses:

1. The total represents shares received upon conversion of shares of Series A, B, C, D, E, F and G Convertible Preferred Stock.

2. Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into 1.25561723 and 1.90043965 shares, respectively, 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, Series F Convertible Preferred Stock and Series G 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 convertible preferred stock had no expiration date.

3. The reported securities are owned directly by Battery Ventures VIII, L.P. ("BV VIII"). The sole general partner of BV VIII is Battery Partners VIII, LLC ("BP VIII"). BP VIII's investment adviser is Battery Management Corp. (together with BP VIII, the "Battery Companies"). Neeraj Agrawal, Michael Brown, Thomas Crotty, Richard Frisbie, Kenneth Lawler, R. David Tabors, Scott Tobin and Roger Lee are the managing members and officers of the Battery Companies and may be deemed to share voting and dispositive power over the securities held by BV VIII. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures VIII, L.P.	10/13/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Partners VIII, LLC)	10/13/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Management Corp.)	10/13/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Thomas Crotty)	10/13/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Richard Frisbie)	10/13/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Kenneth Lawler)	10/13/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Scott Tobin)	10/13/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for R. David Tabors)	10/13/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Roger Lee)	10/13/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Michael Brown)	10/13/2016
	** Signature of Reporting Person	Date
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