Sec Form 4 Filing - Battery Ventures VIII lp @ Coupa Software Inc - 2016-10-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol Coupa Software Inc [ COUP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2016 (Street) BOSTON, MA02210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/12/2016 C 6,243,840 ( 1 ) A 6,594,220 I By Battery Ventures VIII, L.P. ( 3 ) Common Stock 10/12/2016 P 275,000 A $ 18 6,869,220 I By Battery Ventures VIII, L.P. ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 2 ) 10/12/2016 C 36,030 ( 2 ) ( 2 ) Common Stock 45,239 $ 0 0 I By Battery Ventures VIII, L.P. ( 3 ) Series B Convertible Preferred Stock ( 2 ) 10/12/2016 C 839,552 ( 2 ) ( 2 ) Common Stock 1,595,517 $ 0 0 I By Battery Ventures VIII, L.P. ( 3 ) Series C Convertible Preferred Stock ( 2 ) 10/12/2016 C 1,432,578 ( 2 ) ( 2 ) Common Stock 1,432,578 $ 0 0 I By Battery Ventures VIII, L.P. ( 3 ) Series D Convertible Preferred Stock ( 2 ) 10/12/2016 C 1,164,075 ( 2 ) ( 2 ) Common Stock 1,164,075 $ 0 0 I By Battery Ventures VIII, L.P. ( 3 ) Series E Convertible Preferred Stock ( 2 ) 10/12/2016 C 767,715 ( 2 ) ( 2 ) Common Stock 767,715 $ 0 0 I By Battery Ventures VIII, L.P. ( 3 ) Series F Convertible Preferred Stock ( 2 ) 10/12/2016 C 1,087,762 ( 2 ) ( 2 ) Common Stock 1,087,762 $ 0 0 I By Battery Ventures VIII, L.P. ( 3 ) Series G Convertible Preferred Stock ( 2 ) 10/12/2016 C 150,954 ( 2 ) ( 2 ) Common Stock 150,954 $ 0 0 I By Battery Ventures VIII, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Battery Ventures VIII lp ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA02210 X Battery Partners VIII, LLC ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA02210 X Battery Management Corp. ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA02210 X CROTTY THOMAS J ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA02210 X FRISBIE RICHARD D ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA02210 X LAWLER KENNETH P ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA02210 X TOBIN SCOTT R ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA02210 X TABORS R DAVID ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA02210 X Lee Roger H ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA02210 X BROWN MICHAEL MAURICE ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA02210 X Signatures /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures VIII, L.P. 10/13/2016 Signature of Reporting Person Date /s/ Christopher Schiavo (as Attorney-in-Fact for Battery Partners VIII, LLC) 10/13/2016 Signature of Reporting Person Date /s/ Christopher Schiavo (as Attorney-in-Fact for Battery Management Corp.) 10/13/2016 Signature of Reporting Person Date /s/ Christopher Schiavo (as Attorney-in-Fact for Thomas Crotty) 10/13/2016 Signature of Reporting Person Date /s/ Christopher Schiavo (as Attorney-in-Fact for Richard Frisbie) 10/13/2016 Signature of Reporting Person Date /s/ Christopher Schiavo (as Attorney-in-Fact for Kenneth Lawler) 10/13/2016 Signature of Reporting Person Date /s/ Christopher Schiavo (as Attorney-in-Fact for Scott Tobin) 10/13/2016 Signature of Reporting Person Date /s/ Christopher Schiavo (as Attorney-in-Fact for R. David Tabors) 10/13/2016 Signature of Reporting Person Date /s/ Christopher Schiavo (as Attorney-in-Fact for Roger Lee) 10/13/2016 Signature of Reporting Person Date /s/ Christopher Schiavo (as Attorney-in-Fact for Michael Brown) 10/13/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total represents shares received upon conversion of shares of Series A, B, C, D, E, F and G Convertible Preferred Stock. ( 2 )Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into 1.25561723 and 1.90043965 shares, respectively, of the Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. 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 the Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. The convertible preferred stock had no expiration date. ( 3 )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 ("BP VIII"). BP VIII's investment adviser is Battery Management Corp. (together with BP 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 or for any other purpose.

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 4(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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