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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BRV Partners, L.L.C. 		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)
(Last)          (First)          (Middle)

545 MIDDLEFIELD ROAD, SUITE 250 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/12/2016
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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    5043880   A   (1) 5129188   I   By Bluerun Ventures, L.P.   (2)
Common Stock                  61250   I   By BRV Opportunities Fund, L.P.   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Series A Convertible Preferred Stock     (4) 10/12/2016     C         536315      (4)   (4) Common Stock   673406   $0.00   0   I   By Bluerun Ventures, L.P.   (2)
Series B Convertible Preferred Stock     (5) 10/12/2016     C         279850      (5)   (5) Common Stock   531838   $0.00   0   I   By Bluerun Ventures, L.P.   (2)
Series C Convertible Preferred Stock     (6) 10/12/2016     C         1501693      (6)   (6) Common Stock   1501693   $0.00   0   I   By Bluerun Ventures, L.P.   (2)
Series D Convertible Preferred Stock     (6) 10/12/2016     C         1035787      (6)   (6) Common Stock   1035787   $0.00   0   I   By Bluerun Ventures, L.P.   (2)
Series E Convertible Preferred Stock     (6) 10/12/2016     C         683109      (6)   (6) Common Stock   683109   $0.00   0   I   By Bluerun Ventures, L.P.   (2)
Series F Convertible Preferred Stock     (6) 10/12/2016     C         618047      (6)   (6) Common Stock   618047   $0.00   0   I   By Bluerun Ventures, L.P.   (2)

Explanation of Responses:
( 1)  Each 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.
( 2)  These 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.
( 3)  These 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.
( 4)  Each 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.
( 5)  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. The Series B Convertible Preferred Stock had no expiration date.
( 6)  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. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BRV Partners, L.L.C.
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
X

BlueRun Ventures L P
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
X

BRV Opportunities Fund GP, LLC
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
X

BRV Opportunities Fund, L.P.
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
X

Ebinger Jonathan
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
X

Malloy John Arthur
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
X


Signatures
BRV PARTNERS, L.L.C., By: /s/ Jennifer Yu, attorney-in-fact 10/12/2016
** Signature of Reporting Person Date

BLUERUN VENTURES, L.P., By: BRV Partners, L.L.C., Its: General Partner, By: /s/ Jennifer Yu, attorney-in-fact 10/12/2016
** Signature of Reporting Person Date

BRV OPPORTUNITIES FUND GP, LLC, By: /s/ Jennifer Yu, attorney-in-fact 10/12/2016
** Signature of Reporting Person Date

BRV OPPORTUNITIES FUND, L.P., By: BRV Opportunities Fund GP, LLC, By: /s/ Jennifer Yu, attorney-in-fact 10/12/2016
** Signature of Reporting Person Date

JONATHAN EBINGER, /s/ Jennifer Yu, attorney-in-fact 10/12/2016
** Signature of Reporting Person Date

JOHN MALLOY, /s/ Jennifer Yu, attorney-in-fact 10/12/2016
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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