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