Sec Form 4 Filing - EL Dorado Ventures VII L P @ Coupa Software Inc - 2017-04-18

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 EL Dorado Ventures VII L P 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) 702 OAK GROVE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2017 (Street) MENLO PARK, CA94025 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 04/18/2017 S 1,009,744 D $ 24.05 ( 1 ) 4,176,249 I By El Dorado Ventures VII L.P. ( 2 ) Common Stock 04/18/2017 S 31,522 D $ 24.05 ( 1 ) 130,376 I By El Dorado Technology '05 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EL Dorado Ventures VII L P 702 OAK GROVE AVENUE MENLO PARK, CA94025 X El Dorado Ventures VII, LLC 702 OAK GROVE AVENUE MENLO PARK, CA94025 X EL DORADO TECHNOLOGY 05 LP 702 OAK GROVE AVENUE MENLO PARK, CA94025 X Peterson Thomas H 702 OAK GROVE AVENUE MENLO PARK, CA94025 X Signatures /s/ Thomas H. Peterson 04/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were sold by the reporting person as a selling stockholder pursuant to an underwritten public offering by the Issuer. The offering closed on April 18, 2017. The reported sale price reflects the price at which the reporting person sold shares to the underwriters. ( 2 )The Shares are held by El Dorado Ventures VII, L.P. ("EDV"). El Dorado Venture Partners VII, LLC ("EDVP") is the general partner of EDV. Charles Beeler, 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 EDV and disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Charles Beeler is a director of the Issuer and, accordingly files separate Section 16 reports. M. Scott Irwin files separate Section 16 reports. ( 3 )The Shares are held by El Dorado Technology '05, L.P. ("EDTV"). EDVP is the general partner of EDTV. Charles Beeler, 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 EDTV and disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Charles Beeler is a director of the Issuer and, accordingly files separate Section 16 reports. M. Scott Irwin files separate Section 16 reports.

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