0000899243-23-006431.txt : 20230228 0000899243-23-006431.hdr.sgml : 20230228 20230228174202 ACCESSION NUMBER: 0000899243-23-006431 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230228 FILED AS OF DATE: 20230228 DATE AS OF CHANGE: 20230228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIBONI ROGER S CENTRAL INDEX KEY: 0001105624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37901 FILM NUMBER: 23687804 MAIL ADDRESS: STREET 1: 1900 SOUTH NORFOLK STREET CITY: SAN MATEO STATE: CA ZIP: 94403 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Coupa Software Inc CENTRAL INDEX KEY: 0001385867 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 204429448 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 1855 S. GRANT STREET CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6509313200 MAIL ADDRESS: STREET 1: 1855 S. GRANT STREET CITY: SAN MATEO STATE: CA ZIP: 94402 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-02-28 1 0001385867 Coupa Software Inc COUP 0001105624 SIBONI ROGER S C/O COUPA SOFTWARE INCORPORATED 1855 S. GRANT STREET SAN MATEO CA 94402 1 0 0 0 Common Stock 2023-02-28 4 D 0 11751 D 0 D Restricted Stock Units 2023-02-28 4 D 0 2470 81.00 D Common Stock 2470 0 D Stock Option (right to buy) 7.88 2023-02-28 4 D 0 36035 73.12 D Common Stock 36035 0 D The shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of December 11, 2022 (the "Merger Agreement"), by and among Coupa Holdings, LLC (f/k/a Project CS Parent, LLC) ("Parent"), Project CS Merger Sub, Inc. ("Merger Sub"), and Coupa Software Incorporated (the "Company"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.0001 per share ("Common Stock"), was canceled and automatically converted into the right to receive $81.00 in cash, without interest, less any applicable withholding taxes (the "Merger Consideration"). Restricted stock units ("RSUs") represent a contingent right to receive one share of Common Stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU that was unexpired and unsettled as of immediately prior to the Effective Time was canceled and converted into the right to receive a cash payment equal to the number of shares of Common Stock subject to such RSU as of immediately prior to the Effective Time, multiplied by the Merger Consideration. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Common Stock (an "Option") that was unexpired, unexercised, vested and outstanding as of immediately prior to the Effective Time was canceled and automatically converted into the right to receive a cash payment, without interest, equal to (i) the number of shares of Common Stock for which such option had not then been exercised multiplied by (ii) the excess of the Merger Consideration over the per share exercise price of such Option. /s/ Jon Stueve, Authorized Signatory for: Roger S. Siboni 2023-02-28