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