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* BRV Partners, L.L.C. (Last) (First) (Middle) 545 MIDDLEFIELD ROAD SUITE 210 (Street) MENLO PARK CA 94025 (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 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) Form filed by One Reporting Person X 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	85,308	I	By Bluerun Ventures, L.P.(1)
Common Stock	61,250	I	By BRV Opportunities Fund, L.P.(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(3)	(3)	Common Stock	536,315	$0.00	I	By Bluerun Ventures, L.P.(1)
Series B Convertible Preferred Stock	(4)	(4)	Common Stock	279,850	$0.00	I	By Bluerun Ventures, L.P.(1)
Series C Convertible Preferred Stock	(5)	(5)	Common Stock	1,501,693	$0.00	I	By Bluerun Ventures, L.P.(1)
Series D Convertible Preferred Stock	(5)	(5)	Common Stock	1,035,787	$0.00	I	By Bluerun Ventures, L.P.(1)
Series E Convertible Preferred Stock	(5)	(5)	Common Stock	683,109	$0.00	I	By Bluerun Ventures, L.P.(1)
Series F Convertible Preferred Stock	(5)	(5)	Common Stock	618,047	$0.00	I	By Bluerun Ventures, L.P.(1)

1. Name and Address of Reporting Person* BRV Partners, L.L.C. (Last) (First) (Middle) 545 MIDDLEFIELD ROAD SUITE 210 (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* BlueRun Ventures L P (Last) (First) (Middle) 545 MIDDLEFIELD ROAD SUITE 210 (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* BRV Opportunities Fund GP, LLC (Last) (First) (Middle) 545 MIDDLEFIELD ROAD SUITE 210 (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* BRV Opportunities Fund, L.P. (Last) (First) (Middle) 545 MIDDLEFIELD ROAD SUITE 210 (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* Ebinger Jonathan (Last) (First) (Middle) 545 MIDDLEFIELD ROAD SUITE 210 (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. These shares are owned directly by BlueRun Ventures, L.P. ("BRV"). BRV Partners, L.L.C ("BRV GP") is the general partner of BRV and may be deemed to have sole voting and dispositive power over the shares. John Malloy and Jonathan Ebinger are the managing members of BRV GP and may be deemed to share voting and dispositive power over the shares. Each reporting person disclaims the existence of a "group." Each of BRV GP, John Malloy and Jonathan Ebinger disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BRV GP, John Malloy or Jonathan Ebinger is the beneficial owner of the shares for purposes of Section 16 or any other purpose.

2. These shares are owned directly by BRV Opportunities Fund, L.P. ("BRVOF"). BRV Opportunities Fund GP, LLC ("BRVOF GP") is the general partner of BRVOF and may be deemed to have sole voting and dispositive power over the shares. John Malloy and Jonathan Ebinger are the managing members of BRVOF GP and may be deemed to share voting and dispositive power over the shares. Each reporting person disclaims the existence of a "group." Each of BRVOF GP, John Malloy and Jonathan Ebinger disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BRVOF GP, John Malloy or Jonathan Ebinger is the beneficial owner of the shares for purposes of Section 16 or any other purpose.

3. The Series A Convertible Preferred Stock 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 and has no expiration date.

4. The Series B Convertible Preferred Stock 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 and has no expiration date.

5. The Series C Convertible Preferred Stock, the Series D Convertible Preferred Stock, the Series E Convertible Preferred Stock and the Series F Convertible Preferred Stock shall automatically convert into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering and has no expiration date.

Remarks:

	BRV PARTNERS, L.L.C., By: /s/ Jennifer Yu, attorney-in-fact	10/05/2016
	BLUERUN VENTURES, L.P., By: BRV Partners, L.L.C., Its: General Partner, By: /s/ Jennifer Yu, attorney-in-fact	10/05/2016
	BRV OPPORTUNITIES FUND GP, LLC, By: /s/ Jennifer Yu, attorney-in-fact	10/05/2016
	BRV OPPORTUNITIES FUND, L.P., By: BRV Opportunities Fund GP, LLC, By: /s/ Jennifer Yu, attorney-in-fact	10/05/2016
	JONATHAN EBINGER, /s/ Jennifer Yu, attorney-in-fact	10/05/2016
	** Signature of Reporting Person	Date
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