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^*

Thakur Ravi

(Last)

(First)

(Middle)

C/O COUPA SOFTWARE INC.

1855 S. GRANT STREET

(Street)

SAN MATEO

94402

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice Pres., Services

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	120,600	D

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)
Stock Option (right to buy)	⁽¹⁾	06/30/2022	Common Stock	137,879	$0.76	D
Stock Option (right to buy)	⁽²⁾	03/26/2024	Common Stock	91,250	$2.32	D
Stock Option (right to buy)	⁽³⁾	03/04/2025	Common Stock	50,000	$3.92	D
Stock Option (right to buy)	⁽⁴⁾	02/04/2026	Common Stock	79,000	$7.88	D

Explanation of Responses:

1. This option is fully vested and immediately exercisable.

2. The option is exercisable in 48 equal monthly installments after March 26, 2014 provided the reporting person remains in continuous service on each vesting date; option may also be exercised early subject to Issuer's right of repurchase.

3. The option is exercisable in 48 equal monthly installments after March 4, 2015 provided the reporting person remains in continuous service on each vesting date.

4. 25% of the stock option becomes exercisable on February 1, 2017, with the remainder exercisable in 36 equal monthly installments thereafter provided the reporting person remains in continuous service on each vesting 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).
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 Number.