Sec Form 4 Filing - Winter Steven M @ Coupa Software Inc - 2019-03-20

Insider filing report for Changes in Beneficial Ownership
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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
Winter Steven M
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 Revenue Officer
(Last) (First) (Middle)
C/O COUPA SOFTWARE INC., 1855 S. GRANT STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2019
(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 03/20/2019 M 572 A $ 0 2,645 D
Common Stock 03/21/2019 S 257 ( 1 ) D $ 96.19 2,704 ( 2 ) 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
Stock Options (Right to Buy) $ 94.47 03/20/2019 A 8,925 ( 3 ) 03/20/2029 Common Stock 8,925 $ 0 8,925 D
Restricted Stock Units ( 4 ) 03/20/2019 A 11,952 ( 5 ) ( 5 ) Common Stock 11,952 $ 0 11,952 D
Restricted Stock Units ( 4 ) 03/20/2019 M 572 ( 6 ) ( 6 ) Common Stock 572 $ 0 6,870 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Winter Steven M
C/O COUPA SOFTWARE INC.
1855 S. GRANT STREET
SAN MATEO, CA94402
Chief Revenue Officer
Signatures
/s/ Jon Stueve, Authorized Signatory for Steven M. Winter 03/22/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously disclosed, these shares of common stock were automatically sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.
( 2 )Includes 316 shares acquired under the ESPP Purchase on March 15, 2019.
( 3 )This Non-Qualified Stock Option is subject to a four-year vesting schedule, 1/48 of the total number of shares is scheduled to vest on April 20, 2019 and the remaining shares vest monthly thereafter.
( 4 )Each Restricted Stock Unit converts into common stock on a one-for-one basis.
( 5 )These RSUs vest quarterly over a four year period, and the first quarterly vesting date is scheduled to occur on June 20, 2019. Vested shares will be delivered to the reporting person upon vest date.
( 6 )These RSUs vest quarterly over a four year period, and the first quarterly vesting occurred on June 20, 2018. Vested shares will be delivered to the reporting person upon vest date. Unless otherwise provided, on each vest date shares of common stock will automatically be sold to satisfy the reporting person's tax withholding obligations in a non-discretionary transaction.

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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