SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Battery Ventures VIII lp

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2016

3. Issuer Name and Ticker or Trading Symbol
Coupa Software Inc [ COUP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	350,380	I⁽¹⁾	By Battery Ventures VIII, L.P.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	45,239	⁽²⁾	I⁽¹⁾	By Battery Ventures VIII, L.P.⁽¹⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,595,517	⁽³⁾	I⁽¹⁾	By Battery Ventures VIII, L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,432,578	⁽⁴⁾	I⁽¹⁾	By Battery Ventures VIII, L.P.⁽¹⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,164,075	⁽⁴⁾	I⁽¹⁾	By Battery Ventures VIII, L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	767,715	⁽⁴⁾	I⁽¹⁾	By Battery Ventures VIII, L.P.⁽¹⁾
Series F Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,087,762	⁽⁴⁾	I⁽¹⁾	By Battery Ventures VIII, L.P.⁽¹⁾
Series G Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	150,954	⁽⁴⁾	I⁽¹⁾	By Battery Ventures VIII, L.P.⁽¹⁾

1. Name and Address of Reporting Person^*

Battery Ventures VIII lp

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Battery Partners VIII, LLC

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BROWN MICHAEL MAURICE

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CROTTY THOMAS J

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FRISBIE RICHARD D

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LAWLER KENNETH P

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TABORS R DAVID

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TOBIN SCOTT R

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lee Roger H

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Battery Management Corp.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE

SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported securities are owned directly by Battery Ventures VIII, L.P. ("BV VIII"). The sole general partner of BV VIII is Battery Partners VIII, LLC. BV VIII's investment adviser is Battery Management Corp. (together with BV VIII, the "Battery Companies"). Neeraj Agrawal, Michael Brown, Thomas Crotty, Richard Frisbie, Kenneth Lawler, R. David Tabors, Scott Tobin and Roger Lee are the managing members and officers of the Battery Companies and may be deemed to share voting and dispositive power over the securities held by BV VIII. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

2. The Series A Convertible Preferred Stock is convertible, at any time, at the holder's election, into the Issuer's common stock and in addition, shall automatically convert into Common Stock on a 1-for-1.25561723 basis immediately prior to the completion of the Issuer's initial public offering. The number of underlying shares reflects this automatic conversion rate. The Series A Convertible Preferred Stock has no expiration date.

3. The Series B Convertible Preferred Stock is convertible, at any time, at the holder's election, into the Issuer's common stock and in addition, shall automatically convert into Common Stock on a 1-for-1.90043965 basis immediately prior to the completion of the Issuer's initial public offering. The number of underlying shares reflects this automatic conversion rate. The Series B Convertible Preferred Stock has no expiration date.

4. The Series C Convertible Preferred Stock, the Series D Convertible Preferred Stock, the Series E Convertible Preferred Stock, the Series F Convertible Preferred Stock and the Series G Convertible Preferred Stock are each convertible, at any time, at the holder's election, into the Issuer's common stock and in addition, shall each automatically convert into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering. The convertible preferred stock has no expiration date.

Remarks:

	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures VIII, L.P.	10/05/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Partners VIII, LLC)	10/05/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Michael Brown)	10/05/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Thomas Crotty)	10/05/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Richard Frisbie)	10/05/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Kenneth Lawler)	10/05/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for R. David Tabors)	10/05/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Scott Tobin)	10/05/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Roger Lee)	10/05/2016
	/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Management Corp.)	10/05/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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