Sec Form 4 Filing - Riggs Mark @ Coupa Software Inc - 2023-02-28

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 Riggs Mark 2. Issuer Name and Ticker or Trading Symbol Coupa Software Inc [ COUP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Customer Officer (Last) (First) (Middle) C/O COUPA SOFTWARE INCORPORATED, 1855 S. GRANT STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2023 (Street) SAN MATEO, CA94402 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 02/28/2023 D 6,466 D 0 D

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 Restricted Stock Units ( 2 ) ( 3 ) ( 4 ) 02/28/2023 D 498 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 498 $ 81 0 D Restricted Stock Units ( 2 ) ( 3 ) ( 4 ) 02/28/2023 D 1,934 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 1,934 $ 81 0 D Restricted Stock Units ( 2 ) ( 3 ) ( 4 ) 02/28/2023 D 3,958 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 3,958 $ 81 0 D Restricted Stock Units ( 2 ) ( 3 ) ( 4 ) 02/28/2023 D 24,647 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 24,647 $ 81 0 D Restricted Stock Units ( 2 ) ( 3 ) ( 4 ) 02/28/2023 D 12,640 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 12,640 $ 81 0 D Performance Stock Units ( 2 ) ( 5 ) 02/28/2023 D 4,803 ( 5 ) ( 5 ) Common Stock 4,803 $ 81 0 D Performance Stock Units ( 2 ) ( 5 ) 02/28/2023 D 7,174 ( 5 ) ( 5 ) Common Stock 7,174 $ 81 0 D Performance Stock Units ( 2 ) ( 5 ) 02/28/2023 D 10,112 ( 5 ) ( 5 ) Common Stock 10,112 $ 81 0 D Stock Option (right to buy) $ 48.47 02/28/2023 D 1,998 ( 6 )( 7 ) ( 6 )( 7 ) Common Stock 1,998 $ 32.53 ( 6 ) ( 7 ) 0 D Stock Option (right to buy) $ 94.47 02/28/2023 D 5,246 ( 6 )( 7 ) ( 6 )( 7 ) Common Stock 5,246 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Riggs Mark C/O COUPA SOFTWARE INCORPORATED 1855 S. GRANT STREET SAN MATEO, CA94402 Chief Customer Officer Signatures /s/ Jon Stueve, Authorized Signatory for: Mark Riggs 02/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )Restricted stock units ("RSUs") and performance stock units ("PSUs") represent a contingent right to receive one share of Common Stock for each RSU or PSU, as applicable. ( 3 )Pursuant to the Merger Agreement, at the Effective Time, (i) 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) ( 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. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, each PSU, whether vested or unvested, that was outstanding immediately prior to the Effective Time 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 PSU as of immediately prior to the Effective time (with the number of PSUs determined based on deemed achievement at 100% of target) multiplied by the Merger Consideration. ( 6 )Pursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase shares of Common Stock (an "Option") that was unexpired, unexercised, vested and outstanding as of immediately prior to the Effective Time (including any Option that vested automatically as a result of the Merger) (each a "Vested Option") was canceled and automatically converted into the right to receive a cash payment, without interest, equal to (x) the number of shares of Common Stock for which such option had not then been exercised multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price of such Vested Option, except that each Vested Option with a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration. (Continued in Footnote 7) ( 7 )(Continued from Footnote 6) Pursuant to the Merger Agreement, at the Effective Time, each Option that was unexpired, unexercised, unvested and outstanding as of immediately prior to the Effective Time (each an "Unvested Option") was canceled and automatically converted into the right to receive a cash payment, without interest, equal to the number of shares of Common Stock for which such Unvested Option had not then been exercised multiplied by the excess, if any, of the Merger Consideration over the per share exercise price of such Unvested Option, with such amount to vest and become payable on substantially the same terms and conditions that applied to the Unvested Option, subject to the Reporting Person's continued service with Parent and its affiliates through the applicable vesting date, except that each Unvested Option with a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration.

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