0000899243-23-006438.txt : 20230228
0000899243-23-006438.hdr.sgml : 20230228
20230228174622
ACCESSION NUMBER: 0000899243-23-006438
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230217
FILED AS OF DATE: 20230228
DATE AS OF CHANGE: 20230228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baratta Maurizio
CENTRAL INDEX KEY: 0001867884
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37901
FILM NUMBER: 23687857
MAIL ADDRESS:
STREET 1: GUNDERSON DETTMER
STREET 2: 1855 SOUTH 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
2023-02-17
1
0001385867
Coupa Software Inc
COUP
0001867884
Baratta Maurizio
C/O COUPA SOFTWARE INCORPORATED
1855 S. GRANT STREET
SAN MATEO
CA
94402
0
1
0
0
Chief Accounting Officer
Common Stock
2023-02-28
4
D
0
6807
D
0
D
Restricted Stock Units
2023-02-17
4
A
0
12346
0.00
A
Common Stock
12346
12346
D
Restricted Stock Units
2023-02-28
4
D
0
12346
81.00
D
Common Stock
12346
0
D
Restricted Stock Units
2023-02-28
4
D
0
10834
81.00
D
Common Stock
10834
0
D
Restricted Stock Units
2023-02-28
4
D
0
10041
81.00
D
Common Stock
10041
0
D
Restricted Stock Units
2023-02-28
4
D
0
326
81.00
D
Common Stock
326
0
D
Restricted Stock Units
2023-02-28
4
D
0
2105
81.00
D
Common Stock
2105
0
D
Restricted Stock Units
2023-02-28
4
D
0
76
81.00
D
Common Stock
76
0
D
Restricted Stock Units
2023-02-28
4
D
0
850
81.00
D
Common Stock
850
0
D
Restricted Stock Units
2023-02-28
4
D
0
732
81.00
D
Common Stock
732
0
D
Restricted Stock Units
2023-02-28
4
D
0
213
81.00
D
Common Stock
213
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.
These RSUs would have vested quarterly over a four year period, and the first quarterly vesting date was scheduled to occur on June 20, 2023.
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.
/s/ Jon Stueve, Authorized Signatory for: Maurizio Baratta
2023-02-28