Coupa Software (COUP) Form 4 Coupa Software / Mark Riggs 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^*

Riggs Mark

(Last) (First) (Middle)

C/O COUPA SOFTWARE INC.

1855 S. GRANT STREET

(Street)

SAN MATEO CA 94402

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

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2021

4. If Amendment, Date of 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

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	03/20/2021		M		902	A	$0	1,980	D
Common Stock	03/22/2021		S		316	D	$256.413(1)	1,664	D
Common Stock	03/20/2021		M		382	A	$0	2,046	D
Common Stock	03/22/2021		S		188	D	$256.413(1)	1,858	D
Common Stock	03/20/2021		M		498	A	$0	2,356	D
Common Stock	03/22/2021		S		251	D	$256.413(1)	2,105	D
Common Stock	03/20/2021		M		386	A	$0	2,491	D
Common Stock	03/22/2021		S		194	D	$256.413(1)	2,384(2)	D

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
Restricted Stock Units	(3)	03/19/2021		A		7,036		(4)	(4)	Common Stock	7,036	$0	7,036	D
Performance Stock Units	(5)	03/19/2021		A		7,174		(6)	(6)	Common Stock	7,174	$0	7,174	D
Restricted Stock Units	(3)	03/20/2021		M			902	(7)	(7)	Common Stock	902	$0	2,707	D
Restricted Stock Units	(3)	03/20/2021		M			382	(8)	(8)	Common Stock	382	$0	1,527	D
Restricted Stock Units	(3)	03/20/2021		M			498	(9)	(9)	Common Stock	498	$0	3,984	D
Restricted Stock Units	(3)	03/20/2021		M			386	(10)	(10)	Common Stock	386	$0	4,641	D

Explanation of Responses:

1. As previously disclosed, these shares of common stock were automatically sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

2. Includes 87 shares acquired under the ESPP Purchase on March 15, 2021.

3. Each Restricted Stock Unit converts into common stock on a one-for-one basis.

4. These RSUs vest quarterly over a four year period, and the first quarterly vesting date is scheduled to occur on June 20, 2021. Vested shares will be delivered to the reporting person upon vest date. Unless otherwise provided, on each vest date shares of common stock will automatically be sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

5. Each Performance Stock Unit converts into common stock on a one-for-one basis. The number of derivative securities acquired assumes achievement of performance-based conditions at 100% target.

6. The PSU will vest dependent upon achievement of both performance-based and service-based conditions.

7. These RSUs vest over a four year period, and 25% of the RSU vested on December 20, 2018 and an additional 6.25% of the RSUs will vest quarterly thereafter. Unless otherwise provided, on each vest date shares of common stock will automatically be sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

8. These RSUs vest quarterly over a four year period, and the first quarterly vesting occurred on June 20, 2018. Vested shares will be delivered to the reporting person upon vest date. Unless otherwise provided, on each vest date shares of common stock will automatically be sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

9. These RSUs vest quarterly over a four year period, and the first quarterly vesting occurred on June 20, 2019. Vested shares will be delivered to the reporting person upon vest date. Unless otherwise provided, on each vest date shares of common stock will automatically be sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

10. These RSUs vest quarterly over a four year period, and the first quarterly vesting occurred on June 20, 2020. Vested shares will be delivered to the reporting person upon vest date. Unless otherwise provided, on each vest date shares of common stock will automatically be sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

Remarks:

	/s/ Jon Stueve, Authorized Signatory For: Mark Riggs	03/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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