Sec Form 4 Filing - Beeler Charles @ 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 Beeler Charles 2. Issuer Name and Ticker or Trading Symbol Coupa Software Inc [ COUP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EL DORADO VENTURES VII L.P., 702 OAK GROVE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2016 (Street) MENLO PARK, CA94025 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 10/12/2016 C 5,185,993 A 5,185,993 I By El Dorado Ventures VII L.P. ( 2 ) Common Stock 10/12/2016 C 161,898 A 161,898 I By El Dorado Technology '05 L.P. ( 2 ) Common Stock 10/12/2016 C 231,533 A 231,533 I By Rally Ventures Fund I, L.P. ( 3 ) Common Stock 10/12/2016 C 70,122 A 70,122 I By Rally Technology Partners Fund I, 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 o f 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 C Convertible Preferred Stock $ 1.278 10/12/2016 ( 1 ) C 2,845,440 ( 1 ) ( 1 ) Common Stock 2,845,440 ( 1 ) 0 I By El Dorado Ventures VII L.P. ( 2 ) Series D Convertible Preferred Stock $ 1.3524 10/12/2016 ( 1 ) C 1,093,858 ( 1 ) ( 1 ) Common Stock 1,093,858 ( 1 ) 0 I By El Dorado Ventures VII L.P. ( 2 ) Series E Convertible Preferred Stock $ 3.1148 10/12/2016 ( 1 ) C 721,407 ( 1 ) ( 1 ) Common Stock 721,407 ( 1 ) 0 I By El Dorado Ventures VII L.P. ( 2 ) Series F Convertible Preferred Stock $ 8.09 10/12/2016 ( 1 ) C 299,668 ( 1 ) ( 1 ) Common Stock 299,668 ( 1 ) 0 I By El Dorado Ventures VII L.P. ( 2 ) Series G Convertible Preferred Stock $ 16.7232 10/12/2016 ( 1 ) C 97,604 ( 1 ) ( 1 ) Common Stock 97,604 ( 1 ) 0 I By El Dorado Ventures VII L.P. ( 2 ) Series C Convertible Preferred Stock $ 1.278 10/12/2016 ( 1 ) C 88,831 ( 1 ) ( 1 ) Common Stock 88,831 ( 1 ) 0 I By El Dorado Technology '05 L.P. ( 2 ) Series D Convertible Preferred Stock $ 1.3524 10/12/2016 ( 1 ) C 34,149 ( 1 ) ( 1 ) Common Stock 34,149 ( 1 ) 0 I By El Dorado Technology '05 L.P. ( 2 ) Series E Convertible Preferred Stock $ 3.1148 10/12/2016 ( 1 ) C 22,521 ( 1 ) ( 1 ) Common Stock 22,521 ( 1 ) 0 I By El Dorado Technology '05 L.P. ( 2 ) Series F Convertible Preferred Stock $ 8.09 10/12/2016 ( 1 ) C 9,355 ( 1 ) ( 1 ) Common Stock 9,355 ( 1 ) 0 I By El Dorado Technology '05 L.P. ( 2 ) Series G Convertible Preferred Stock $ 16.7232 10/12/2016 ( 1 ) C 3,046 ( 1 ) ( 1 ) Common Stock 3,046 ( 1 ) 0 I By El Dorado Technology '05 L.P. ( 2 ) Series F Convertible Preferred Stock $ 8.09 10/12/2016 ( 1 ) C 189,750 ( 1 ) ( 1 ) Common Stock 189,750 ( 1 ) 0 I By Rally Ventures Fund I, L.P. ( 3 ) Series G Convertible Preferred Stock $ 16.7232 10/12/2016 ( 1 ) C 37,141 ( 1 ) ( 1 ) Common Stock 37,141 ( 1 ) 0 I By Rally Ventures Fund I, L.P. ( 3 ) Series F Convertible Preferred Stock $ 8.09 10/12/2016 ( 1 ) C 57,468 ( 1 ) ( 1 ) Common Stock 57,468 ( 1 ) 0 I By Rally Technology Partners Fund I, L.P. ( 3 ) Series G Convertible Preferred Stock $ 16.7232 10/12/2016 ( 1 ) C 11,248 ( 1 ) ( 1 ) Common Stock 11,248 ( 1 ) 0 I By Rally Technology Partners Fund I, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beeler Charles C/O EL DORADO VENTURES VII L.P. 702 OAK GROVE AVENUE MENLO PARK, CA94025 X X Signatures /s/ Scott Paraker, Attorney-in-Fact 10/13/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The Reporting Person is a Managing Member at El Dorado Venture Partners VII, LLC ("EDVP"), the general partner of El Dorado Technology '05 L.P. ("EDT") and El Dorado Ventures VII L.P. ("EDV"). The Reporting Person, 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 EDT and EDV. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. ( 3 )The Reporting Person is a Managing Member at Rally Ventures GP I, LLC ("RVGP"), the general partner of Rally Technology Partners Fund I, L.P. ("RTPF") and Rally Ventures Fund I, L.P. ("RVF"). The Reporting Person and Jeffrey Hinck are the managing members of RVGP. These individuals share voting and investment power over the shares owned by RTPF and RVF. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

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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