Statement of Changes in Beneficial Ownership (4)
October 13 2016 - 5:39PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Battery Ventures VIII lp
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2. Issuer Name
and
Ticker or Trading Symbol
Coupa Software Inc
[
COUP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE MARINA PARK DRIVE, SUITE 1100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/12/2016
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(Street)
BOSTON, MA 02210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/12/2016
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C
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6243840
(1)
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A
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(2)
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6594220
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I
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By Battery Ventures VIII, L.P.
(3)
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Common Stock
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10/12/2016
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P
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275000
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A
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$18.00
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6869220
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I
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By Battery Ventures VIII, L.P.
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Convertible Preferred Stock
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(2)
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10/12/2016
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C
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36030
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(2)
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(2)
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Common Stock
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45239
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$0.00
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0
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I
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By Battery Ventures VIII, L.P.
(3)
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Series B Convertible Preferred Stock
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(2)
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10/12/2016
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C
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839552
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(2)
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(2)
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Common Stock
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1595517
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$0.00
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0
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I
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By Battery Ventures VIII, L.P.
(3)
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Series C Convertible Preferred Stock
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(2)
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10/12/2016
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C
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1432578
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(2)
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(2)
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Common Stock
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1432578
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$0.00
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0
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I
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By Battery Ventures VIII, L.P.
(3)
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Series D Convertible Preferred Stock
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(2)
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10/12/2016
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C
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1164075
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(2)
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(2)
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Common Stock
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1164075
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$0.00
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0
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I
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By Battery Ventures VIII, L.P.
(3)
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Series E Convertible Preferred Stock
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(2)
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10/12/2016
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C
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767715
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(2)
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(2)
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Common Stock
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767715
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$0.00
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0
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I
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By Battery Ventures VIII, L.P.
(3)
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Series F Convertible Preferred Stock
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(2)
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10/12/2016
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C
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1087762
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(2)
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(2)
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Common Stock
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1087762
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$0.00
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0
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I
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By Battery Ventures VIII, L.P.
(3)
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Series G Convertible Preferred Stock
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(2)
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10/12/2016
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C
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150954
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(2)
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(2)
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Common Stock
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150954
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$0.00
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0
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I
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By Battery Ventures VIII, L.P.
(3)
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Explanation of Responses:
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(
1)
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The total represents shares received upon conversion of shares of Series A, B, C, D, E, F and G Convertible Preferred Stock.
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(
2)
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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.
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(
3)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Battery Ventures VIII lp
ONE MARINA PARK DRIVE
SUITE 1100
BOSTON, MA 02210
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X
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Battery Partners VIII, LLC
ONE MARINA PARK DRIVE
SUITE 1100
BOSTON, MA 02210
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X
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Battery Management Corp.
ONE MARINA PARK DRIVE
SUITE 1100
BOSTON, MA 02210
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X
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CROTTY THOMAS J
ONE MARINA PARK DRIVE
SUITE 1100
BOSTON, MA 02210
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X
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FRISBIE RICHARD D
ONE MARINA PARK DRIVE
SUITE 1100
BOSTON, MA 02210
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X
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LAWLER KENNETH P
ONE MARINA PARK DRIVE
SUITE 1100
BOSTON, MA 02210
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X
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TOBIN SCOTT R
ONE MARINA PARK DRIVE
SUITE 1100
BOSTON, MA 02210
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X
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TABORS R DAVID
ONE MARINA PARK DRIVE
SUITE 1100
BOSTON, MA 02210
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X
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Lee Roger H
ONE MARINA PARK DRIVE
SUITE 1100
BOSTON, MA 02210
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X
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BROWN MICHAEL MAURICE
ONE MARINA PARK DRIVE
SUITE 1100
BOSTON, MA 02210
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X
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Signatures
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/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures VIII, L.P.
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10/13/2016
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**
Signature of Reporting Person
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Date
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/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Partners VIII, LLC)
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10/13/2016
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**
Signature of Reporting Person
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Date
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/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Management Corp.)
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10/13/2016
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**
Signature of Reporting Person
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Date
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/s/ Christopher Schiavo (as Attorney-in-Fact for Thomas Crotty)
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10/13/2016
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**
Signature of Reporting Person
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Date
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/s/ Christopher Schiavo (as Attorney-in-Fact for Richard Frisbie)
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10/13/2016
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**
Signature of Reporting Person
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Date
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/s/ Christopher Schiavo (as Attorney-in-Fact for Kenneth Lawler)
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10/13/2016
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**
Signature of Reporting Person
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Date
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/s/ Christopher Schiavo (as Attorney-in-Fact for Scott Tobin)
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10/13/2016
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**
Signature of Reporting Person
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Date
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/s/ Christopher Schiavo (as Attorney-in-Fact for R. David Tabors)
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10/13/2016
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Signature of Reporting Person
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Date
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/s/ Christopher Schiavo (as Attorney-in-Fact for Roger Lee)
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10/13/2016
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**
Signature of Reporting Person
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Date
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/s/ Christopher Schiavo (as Attorney-in-Fact for Michael Brown)
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10/13/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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