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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Glenn Robert

(Last)

(First)

(Middle)

C/O COUPA SOFTWARE INCORPORATED

1855 S. GRANT STREET

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2021

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)
	EVP of Global Sales

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	316	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⁾	08/27/2024	Common Stock	2,605	$2.72	D
Stock Option (right to buy)	⁽¹⁾	02/03/2026	Common Stock	7,750	$7.88	D
Stock Option (right to buy)	⁽¹⁾	03/01/2026	Common Stock	7,500	$7.88	D
Restricted Stock Unit	⁽²⁾	⁽²⁾	Common Stock	710	⁽²⁾	D
Restricted Stock Unit	⁽²⁾	⁽²⁾	Common Stock	355	⁽²⁾	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	5,724	⁽³⁾	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	955	⁽³⁾	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	4,511	⁽⁴⁾	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	3,867	⁽⁴⁾	D
Restricted Stock Unit	⁽⁵⁾	⁽⁵⁾	Common Stock	4,420	⁽⁵⁾	D

Explanation of Responses:

1. The Shares subject to the Stock Option are fully vested.

2. Each Restricted Stock Unit converts into common stock on a one-for-one basis. These RSUs vest quarterly over a four-year period, and the first quarterly vesting is scheduled to occur on June 20, 2017. Vested shares will be delivered to the reporting person upon each vest date. Unless otherwise provided, on each vest date, shares of common stock will automatically be sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

3. Each Restricted Stock Unit converts into common stock on a one-for-one basis. These RSUs vest quarterly over a four-year period, and the first quarterly vesting is scheduled to occur on June 20, 2018. Vested shares will be delivered to the reporting person upon each vest date. Unless otherwise provided, on each vest date, shares of common stock will automatically be sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

4. Each Restricted Stock Unit converts into common stock on a one-for-one basis. These RSUs vest quarterly over a four-year period, and the first quarterly vesting is scheduled to occur on June 20, 2019. Vested shares will be delivered to the reporting person upon each vest date. Unless otherwise provided, on each vest date, shares of common stock will automatically be sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

5. Each Restricted Stock Unit converts into common stock on a one-for-one basis. These RSUs vest quarterly over a four-year period, and the first quarterly vesting is scheduled to occur on June 20, 2020. Vested shares will be delivered to the reporting person upon each vest date. Unless otherwise provided, on each vest date, shares of common stock will automatically be sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

Remarks:

	/s/ Jon Stueve, Authorized Signatory For: Robert Glenn	02/10/2021
	** 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.