SEC FORM 4

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^*

Beeler Charles

(Last)

(First)

(Middle)

C/O EL DORADO VENTURES VII L.P.

702 OAK GROVE AVENUE

(Street)

MENLO PARK

94025

(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)

X	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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/12/2016		C		5,185,993	A	⁽¹⁾	5,185,993	I	By El Dorado Ventures VII L.P.⁽²⁾
Common Stock	10/12/2016		C		161,898	A	⁽¹⁾	161,898	I	By El Dorado Technology '05 L.P.⁽²⁾
Common Stock	10/12/2016		C		231,533	A	⁽¹⁾	231,533	I	By Rally Ventures Fund I, L.P.⁽³⁾
Common Stock	10/12/2016		C		70,122	A	⁽¹⁾	70,122	I	By Rally Technology Partners Fund I, 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock	$1.278	10/12/2016	⁽¹⁾	C			2,845,440	⁽¹⁾	⁽¹⁾	Common Stock	2,845,440	⁽¹⁾	0	I	By El Dorado Ventures VII L.P.⁽²⁾
Series D Convertible Preferred Stock	$1.3524	10/12/2016	⁽¹⁾	C			1,093,858	⁽¹⁾	⁽¹⁾	Common Stock	1,093,858	⁽¹⁾	0	I	By El Dorado Ventures VII L.P.⁽²⁾
Series E Convertible Preferred Stock	$3.1148	10/12/2016	⁽¹⁾	C			721,407	⁽¹⁾	⁽¹⁾	Common Stock	721,407	⁽¹⁾	0	I	By El Dorado Ventures VII L.P.⁽²⁾
Series F Convertible Preferred Stock	$8.09	10/12/2016	⁽¹⁾	C			299,668	⁽¹⁾	⁽¹⁾	Common Stock	299,668	⁽¹⁾	0	I	By El Dorado Ventures VII L.P.⁽²⁾
Series G Convertible Preferred Stock	$16.7232	10/12/2016	⁽¹⁾	C			97,604	⁽¹⁾	⁽¹⁾	Common Stock	97,604	⁽¹⁾	0	I	By El Dorado Ventures VII L.P.⁽²⁾
Series C Convertible Preferred Stock	$1.278	10/12/2016	⁽¹⁾	C			88,831	⁽¹⁾	⁽¹⁾	Common Stock	88,831	⁽¹⁾	0	I	By El Dorado Technology '05 L.P.⁽²⁾
Series D Convertible Preferred Stock	$1.3524	10/12/2016	⁽¹⁾	C			34,149	⁽¹⁾	⁽¹⁾	Common Stock	34,149	⁽¹⁾	0	I	By El Dorado Technology '05 L.P.⁽²⁾
Series E Convertible Preferred Stock	$3.1148	10/12/2016	⁽¹⁾	C			22,521	⁽¹⁾	⁽¹⁾	Common Stock	22,521	⁽¹⁾	0	I	By El Dorado Technology '05 L.P.⁽²⁾
Series F Convertible Preferred Stock	$8.09	10/12/2016	⁽¹⁾	C			9,355	⁽¹⁾	⁽¹⁾	Common Stock	9,355	⁽¹⁾	0	I	By El Dorado Technology '05 L.P.⁽²⁾
Series G Convertible Preferred Stock	$16.7232	10/12/2016	⁽¹⁾	C			3,046	⁽¹⁾	⁽¹⁾	Common Stock	3,046	⁽¹⁾	0	I	By El Dorado Technology '05 L.P.⁽²⁾
Series F Convertible Preferred Stock	$8.09	10/12/2016	⁽¹⁾	C			189,750	⁽¹⁾	⁽¹⁾	Common Stock	189,750	⁽¹⁾	0	I	By Rally Ventures Fund I, L.P.⁽³⁾
Series G Convertible Preferred Stock	$16.7232	10/12/2016	⁽¹⁾	C			37,141	⁽¹⁾	⁽¹⁾	Common Stock	37,141	⁽¹⁾	0	I	By Rally Ventures Fund I, L.P.⁽³⁾
Series F Convertible Preferred Stock	$8.09	10/12/2016	⁽¹⁾	C			57,468	⁽¹⁾	⁽¹⁾	Common Stock	57,468	⁽¹⁾	0	I	By Rally Technology Partners Fund I, L.P.⁽³⁾
Series G Convertible Preferred Stock	$16.7232	10/12/2016	⁽¹⁾	C			11,248	⁽¹⁾	⁽¹⁾	Common Stock	11,248	⁽¹⁾	0	I	By Rally Technology Partners Fund I, L.P.⁽³⁾

Explanation of Responses:

1. 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 exercisability date and expiration date are not relevant to the conversion of these securities.

2. The Reporting Person is a Managing Member at El Dorado Venture Partners VII, LLC ("EDVP"), the general partner of El Dorado Technology '05 L.P. ("EDT") and El Dorado Ventures VII L.P. ("EDV"). The Reporting Person, Thomas H. Peterson and M. Scott Irwin are the managing members of EDVP. These individuals share voting and investment power over the shares owned by EDT and EDV. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

3. The Reporting Person is a Managing Member at Rally Ventures GP I, LLC ("RVGP"), the general partner of Rally Technology Partners Fund I, L.P. ("RTPF") and Rally Ventures Fund I, L.P. ("RVF"). The Reporting Person and Jeffrey Hinck are the managing members of RVGP. These individuals share voting and investment power over the shares owned by RTPF and RVF. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Scott Paraker, Attorney-in-Fact	10/13/2016
	** 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).
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