Statement of Changes in Beneficial Ownership (4)
October 14 2016 - 5:54PM
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
*
EL Dorado Ventures VII L P
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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)
702 OAK GROVE AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/12/2016
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(Street)
MENLO PARK, CA 94025
(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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5057977
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A
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(1)
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5185993
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I
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By El Dorado Ventures VII L.P.
(2)
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Common Stock
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10/12/2016
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C
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157902
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A
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(1)
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161898
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I
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By El Dorado Technology '05 L.P.
(3)
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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 C Convertible Preferred Stock
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$1.278
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10/12/2016
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(1)
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C
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2845440
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(1)
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(1)
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Common Stock
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2845440
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(1)
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0
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I
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By El Dorado Ventures VII L.P.
(2)
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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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1093858
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(1)
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(1)
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Common Stock
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1093858
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(1)
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0
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I
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By El Dorado Ventures VII 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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721407
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(1)
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(1)
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Common Stock
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721407
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(1)
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0
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I
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By El Dorado Ventures VII L.P.
(2)
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Series F Convertible Preferred 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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299668
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(1)
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(1)
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Common Stock
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299668
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(1)
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0
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I
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By El Dorado Ventures VII L.P.
(2)
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Series G Convertible Preferred Stock
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$16.7232
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10/12/2016
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(1)
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C
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97604
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(1)
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(1)
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Common Stock
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97604
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(1)
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0
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I
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By El Dorado Ventures VII L.P.
(2)
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Series C Convertible Preferred Stock
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$1.278
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10/12/2016
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(1)
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C
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88831
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(1)
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(1)
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Common Stock
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88831
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(1)
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0
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I
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By El Dorado Technology '05 L.P.
(3)
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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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34149
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(1)
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(1)
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Common Stock
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34149
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(1)
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0
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I
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By El Dorado Technology '05 L.P.
(3)
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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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22521
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(1)
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(1)
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Common Stock
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22521
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(1)
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0
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I
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By El Dorado Technology '05 L.P.
(3)
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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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9355
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(1)
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(1)
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Common Stock
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9355
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(1)
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0
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I
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By El Dorado Technology '05 L.P.
(3)
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Series G Convertible Preferred Stock
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$16.7232
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10/12/2016
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(1)
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C
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3046
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(1)
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(1)
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Common Stock
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3046
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(1)
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0
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I
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By El Dorado Technology '05 L.P.
(3)
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Explanation of Responses:
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(
1)
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Each share of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G 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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The Shares are held by El Dorado Ventures VII, L.P. ("EDV"). El Dorado Venture Partners VII, LLC ("EDVP") is the general partner of EDV. Charles Beeler, Thomas H. Peterson and M. Scott Irwin are the managing members of EDVP. These individuals share voting and investment power over the shares owned by EDV and disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Charles Beeler is a director of the Issuer and, accordingly files separate Section 16 reports. M. Scott Irwin files separate Section 16 reports.
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(
3)
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The Shares are held by El Dorado Technology '05, L.P. ("EDTV"). EDVP is the general partner of EDTV. Charles Beeler, Thomas H. Peterson and M. Scott Irwin are the managing members of EDVP. These individuals share voting and investment power over the shares owned by EDTV and disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Charles Beeler is a director of the Issuer and, accordingly files separate Section 16 reports. M. Scott Irwin files separate Section 16 reports.
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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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EL Dorado Ventures VII L P
702 OAK GROVE AVENUE
MENLO PARK, CA 94025
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X
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El Dorado Ventures VII, LLC
702 OAK GROVE AVENUE
MENLO PARK, CA 94025
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X
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EL DORADO TECHNOLOGY 05 LP
702 OAK GROVE AVENUE
MENLO PARK, CA 94025
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X
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Peterson Thomas H
702 OAK GROVE AVENUE
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Thomas H. Peterson
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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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