0000899243-23-006437.txt : 20230228 0000899243-23-006437.hdr.sgml : 20230228 20230228174559 ACCESSION NUMBER: 0000899243-23-006437 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: Glenn Robert CENTRAL INDEX KEY: 0001839986 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37901 FILM NUMBER: 23687851 MAIL ADDRESS: STREET 1: 1855 S. GRANT STREET CITY: SAN MATEO STATE: CA ZIP: 94402 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 0001839986 Glenn Robert C/O COUPA SOFTWARE INCORPORATED 1855 S. GRANT STREET SAN MATEO CA 94402 0 1 0 0 EVP Global Sales Common Stock 2023-02-28 4 A 0 13374 D 0 D Restricted Stock Units 2023-02-28 4 D 0 502 81.00 D Common Stock 502 0 D Restricted Stock Units 2023-02-28 4 D 0 1488 81.00 D Common Stock 1488 0 D Restricted Stock Units 2023-02-28 4 D 0 1700 81.00 D Common Stock 1700 0 D Restricted Stock Units 2023-02-28 4 D 0 3393 81.00 D Common Stock 3393 0 D Restricted Stock Units 2023-02-28 4 D 0 24647 81.00 D Common Stock 24647 0 D Restricted Stock Units 2023-02-28 4 D 0 12640 81.00 D Common Stock 12640 0 D Performance Stock Units 2023-02-28 4 D 0 6149 81.00 D Common Stock 6149 0 D Performance Stock Units 2023-02-28 4 D 0 10112 81.00 D Common Stock 10112 0 D Stock Option (right to buy) 2.72 2023-02-28 4 D 0 1953 78.28 D Common Stock 1953 0 D Stock Option (right to buy) 7.88 2023-02-28 4 D 0 7500 73.12 D Common Stock 7500 0 D Stock Option (right to buy) 7.88 2023-02-28 4 D 0 7750 73.12 D Common Stock 7750 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") and performance stock units ("PSUs") represent a contingent right to receive one share of Common Stock for each RSU or PSU, as applicable. Pursuant to the Merger Agreement, at the Effective Time, each RSU that was subject to time-based vesting conditions that was unexpired, unsettled and vested as of immediately prior to the Effective Time (including any RSU that vested automatically as a result of the Merger) (each a "Vested RSU") and a portion of certain RSUs that would have vested on or prior to January 31, 2024 (each a "Deemed Vested RSU") was canceled and converted into the right to receive a cash payment equal to the number of shares of Common Stock subject to such Vested RSU or Deemed Vested RSU as of immediately prior to the Effective Time, multiplied by the Merger Consideration. (Continued in Footnote 4) (Continued from Footnote 3) Pursuant to the Merger Agreement, at the Effective Time, each RSU that remained unexpired, unvested and outstanding as of immediately prior to the Effective Time (other than any Deemed Vested RSU) (each an "Unvested RSU") was canceled and automatically converted into the right to receive a cash payment equal to the number of shares of Common Stock subject to such Unvested RSU as of immediately prior to the Effective Time, multiplied by the Merger Consideration, with such amount to vest and become payable on substantially the same terms and conditions that applied to the Unvested RSU, subject to the Reporting Person's continued service with Parent and its affiliates through the applicable vesting date. Pursuant to the Merger Agreement, at the Effective Time, each PSU, whether vested or unvested, that was outstanding immediately prior to the Effective Time was canceled and automatically converted into the right to receive a cash payment equal to the number of shares of Common Stock subject to such PSU as of immediately prior to the Effective time (with the number of PSUs determined based on deemed achievement at 100% of target) 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 (including any Option that vested automatically as a result of the Merger) (each a "Vested Option") was canceled and automatically converted into the right to receive a cash payment, without interest, equal to (x) the number of shares of Common Stock for which such option had not then been exercised multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price of such Vested Option, except that each Vested Option with a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration. (Continued in Footnote 7) (Continued from Footnote 6) Pursuant to the Merger Agreement, at the Effective Time, each Option that was unexpired, unexercised, unvested and outstanding as of immediately prior to the Effective Time (each an "Unvested Option") was canceled and automatically converted into the right to receive a cash payment, without interest, equal to the number of shares of Common Stock for which such Unvested Option had not then been exercised multiplied by the excess, if any, of the Merger Consideration over the per share exercise price of such Unvested Option, with such amount to vest and become payable on substantially the same terms and conditions that applied to the Unvested Option, subject to the Reporting Person's continued service with Parent and its affiliates through the applicable vesting date, except that each Unvested Option with a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration. /s/ Jon Stueve, Authorized Signatory for: Robert Glenn 2023-02-28