Statement of Changes in Beneficial Ownership (4)
October 14 2016 - 2:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MDV IX LP
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2. Issuer Name
and
Ticker or Trading Symbol
Coupa Software Inc
[
COUP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
777 MARINERS ISLAND BLVD., SUITE 550
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/12/2016
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(Street)
SAN MATEO, CA 94404
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/12/2016
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C
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6648700
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A
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(1)
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6648700
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I
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MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P.
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series D Convertible Preferred Stock
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$1.3524
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10/12/2016
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(1)
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C
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5546449
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(1)
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(1)
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Common Stock
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5546449
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(1)
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0
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I
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MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P.
(2)
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Series E Convertible Preferred Stock
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$3.1148
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10/12/2016
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(1)
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C
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1015725
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(1)
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(1)
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Common Stock
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1015725
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(1)
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0
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I
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MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P.
(2)
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Series F Convertible Preferred Stock
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$8.09
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10/12/2016
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(1)
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C
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86526
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(1)
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(1)
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Common Stock
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86526
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(1)
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0
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I
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MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P.
(2)
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Explanation of Responses:
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(
1)
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Each share of Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. The exercisability date and expiration date are not relevant to the conversion of these securities.
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(
2)
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Ninth MDV Partners, L.L.C. is the general partner of MDV IX, L.P., as nominee for MDV IX, L.P. and MDV ENF IX, L.P. (collectively, "MDV IX"). William Ericson ("Ericson") and Jonathan Feiber ("Feiber") are Managing Members of Ninth MDV Partners, L.L.C. Ericson and Feiber may be deemed to share voting and dispositive power over the shares held by MDV IX and disclaim beneficial ownership of the shares held by MDV IX except to the extent of their pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MDV IX LP
777 MARINERS ISLAND BLVD.
SUITE 550
SAN MATEO, CA 94404
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X
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Ninth MDV Partners, L.L.C.
777 MARINERS ISLAND BLVD.
SUITE 550
SAN MATEO, CA 94404
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X
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FEIBER JONATHAN D
777 MARINERS ISLAND BLVD.
SUITE 550
SAN MATEO, CA 94404
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X
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Ericson William W.
777 MARINERS ISLAND BLVD.
SUITE 550
SAN MATEO, CA 94404
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X
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Signatures
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/s/ Brett Teele
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10/14/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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