SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Agrawal Neeraj

(Last)

(First)

(Middle)

C/O BATTERY VENTURES VIII, L.P.

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	350,380	I	By Battery Ventures VIII, L.P.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	45,239	⁽²⁾	I	By Battery Ventures VIII, L.P.⁽¹⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,595,517	⁽³⁾	I	By Battery Ventures VIII, L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,432,578	⁽⁴⁾	I	By Battery Ventures VIII, L.P.⁽¹⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,164,075	⁽⁴⁾	I	By Battery Ventures VIII, L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	767,715	⁽⁴⁾	I	By Battery Ventures VIII, L.P.⁽¹⁾
Series F Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,087,762	⁽⁴⁾	I	By Battery Ventures VIII, L.P.⁽¹⁾
Series G Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	150,954	⁽⁴⁾	I	By Battery Ventures VIII, L.P.⁽¹⁾

Explanation of Responses:

1. Battery Partners VIII, LLC ("BP VIII") is the sole general partner of Battery Ventures VIII, L.P. ("Battery Ventures VIII"). BP VIII's investment adviser is Battery Management Corp. (together with BP VIII, the "Battery Companies"). The Reporting Person, Michael M. Brown, Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin and Roger H. Lee are the managing members and officers of the Battery Companies and may be deemed to share voting and dispositive power with respect to the shares held by Battery Ventures VIII. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

2. The Series A Convertible Preferred Stock is convertible, at any time, at the holder's election, into the Issuer's common stock and in addition, shall automatically convert into Common Stock on a 1-for-1.25561723 basis immediately prior to the completion of the Issuer's initial public offering. The number of underlying shares reflects this automatic conversion rate. The Series A Convertible Preferred Stock has no expiration date.

3. The Series B Convertible Preferred Stock is convertible, at any time, at the holder's election, into the Issuer's common stock and in addition, shall automatically convert into Common Stock on a 1-for-1.90043965 basis immediately prior to the completion of the Issuer's initial public offering. The number of underlying shares reflects this automatic conversion rate. The Series B Convertible Preferred Stock has no expiration date.

4. The Series C Convertible Preferred Stock, the Series D Convertible Preferred Stock, the Series E Convertible Preferred Stock, the Series F Convertible Preferred Stock and the Series G Convertible Preferred Stock are each convertible, at any time, at the holder's election, into the Issuer's common stock and in addition, shall each automatically convert into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering. The convertible preferred stock has no expiration date.

Remarks:

	/s/ Scott Paraker, Attorney-in-Fact	10/05/2016
	** 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 5 (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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