Sec Form 4 Filing - Battery Management Corp. @ Coupa Software Inc - 2018-03-20

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 Management Corp. 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 _____ Officer (give title below) X __ Other (specify below) Former 10% owner (Last) (First) (Middle) ONE MARINA PARK DRIVE, SUITE 1100, 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2018 (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 03/20/2018 J( 1 ) 1,300,000 D $ 0 5,569,220 I By Battery Ventures VIII, L.P. ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Battery Management Corp. ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 Former 10% owner Agrawal Neeraj C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 Former 10% owner BROWN MICHAEL MAURICE C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 Former 10% owner CROTTY THOMAS J C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 Former 10% owner FRISBIE RICHARD D C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 Former 10% owner LAWLER KENNETH P C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 Former 10% owner Lee Roger H C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 Former 10% owner TABORS R DAVID C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 Former 10% owner TOBIN SCOTT R C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210 Former 10% owner Signatures /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Management Corp.) 03/22/2018 Signature of Reporting Person Date /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Neeraj Agrawal) 03/22/2018 Signature of Reporting Person Date /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Michael M. Brown) 03/22/2018 Signature of Reporting Person Date /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Thomas J. Crotty) 03/22/2018 Signature of Reporting Person Date /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Richard D. Frisbie) 03/22/2018 Signature of Reporting Person Date /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Kenneth P. Lawler) 03/22/2018 Signature of Reporting Person Date /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Roger H. Lee) 03/22/2018 Signature of Reporting Person Date /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of R. David Tabors) 03/22/2018 Signature of Reporting Person Date /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Scott R. Tobin) 03/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pro-rata distribution for no consideration in a transaction exempt under Rule 16a-9(a) from Battery Ventures VIII, L.P. ("BV VIII") to the limited partners of BV VIII and Battery Partners VIII, LLC ("BP VIII"), the sole general partner of BV VIII. ( 2 )The reported securities are owned directly by BV 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, Roger Lee, R. David Tabors, and Scott Tobin 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.

Remarks: Due to the limited number of joint filers that can be included on one form, Battery Ventures VIII, L.P., Battery Partners VIII, LLC, Battery Management Corp., Neeraj Agrawal, Michael M. Brown, Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, Roger H. Lee, R. David Tabors, and Scott R. Tobin have filed two separate forms simultaneously, both of which relate to the same securities of the Issuer beneficially owned by such reporting persons.

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).

Note: 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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