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*
EL Dorado Ventures VII L P

(Last) (First) (Middle)
702 OAK GROVE AVENUE

(Street)
MENLO PARK CA 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)
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)
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. 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)
Code V Amount (A) or (D) Price
Common Stock 10/12/2016 C 5,057,977 A (1) 5,185,993 I By El Dorado Ventures VII L.P.(2)
Common Stock 10/12/2016 C 157,902 A (1) 161,898 I By El Dorado Technology '05 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 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.(3)
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.(3)
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.(3)
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.(3)
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.(3)
1. Name and Address of Reporting Person*
EL Dorado Ventures VII L P

(Last) (First) (Middle)
702 OAK GROVE AVENUE

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
El Dorado Ventures VII, LLC

(Last) (First) (Middle)
702 OAK GROVE AVENUE

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EL DORADO TECHNOLOGY 05 LP

(Last) (First) (Middle)
702 OAK GROVE AVENUE

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Peterson Thomas H

(Last) (First) (Middle)
702 OAK GROVE AVENUE

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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 Shares are held by El Dorado Ventures VII, L.P. ("EDV"). El Dorado Venture Partners VII, LLC ("EDVP") is the general partner of EDV. Charles Beeler, 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 EDV and disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Charles Beeler is a director of the Issuer and, accordingly files separate Section 16 reports. M. Scott Irwin files separate Section 16 reports.
3. The Shares are held by El Dorado Technology '05, L.P. ("EDTV"). EDVP is the general partner of EDTV. Charles Beeler, 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 EDTV and disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Charles Beeler is a director of the Issuer and, accordingly files separate Section 16 reports. M. Scott Irwin files separate Section 16 reports.
Remarks:
/s/ Thomas H. Peterson 10/14/2016
** 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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