Statement of Changes in Beneficial Ownership (4)
April 20 2017 - 12:42PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BRV Partners, L.L.C.
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2. Issuer Name
and
Ticker or Trading Symbol
Coupa Software Inc
[
COUP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
545 MIDDLEFIELD ROAD, SUITE 250
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/18/2017
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/18/2017
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S
(1)
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829685
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D
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$24.05
(1)
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4299503
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I
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By BlueRun Ventures, L.P.
(2)
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Common Stock
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61250
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I
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By BRV Opportunities Fund, L.P.
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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These shares were sold by BlueRun Ventures, L.P. ("BRV") 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 BRV sold shares to the underwriters.
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(2)
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These shares are owned directly by BRV. BRV Partners, L.L.C ("BRV GP") is the general partner of BRV and may be deemed to have sole voting and dispositive power over the shares. John Malloy and Jonathan Ebinger are the managing members of BRV GP and may be deemed to share voting and dispositive power over the shares. Each reporting person disclaims the existence of a "group." Each of BRV GP, John Malloy and Jonathan Ebinger disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BRV GP, John Malloy or Jonathan Ebinger is the beneficial owner of the shares for purposes of Section 16 or any other purpose.
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(3)
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These shares are owned directly by BRV Opportunities Fund, L.P. ("BRVOF"). BRV Opportunities Fund GP, LLC ("BRVOF GP") is the general partner of BRVOF and may be deemed to have sole voting and dispositive power over the shares. John Malloy and Jonathan Ebinger are the managing members of BRVOF GP and may be deemed to share voting and dispositive power over the shares. Each reporting person disclaims the existence of a "group." Each of BRVOF GP, John Malloy and Jonathan Ebinger disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BRVOF GP, John Malloy or Jonathan Ebinger is the beneficial owner of the shares for purposes of Section 16 or any other purpose.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BRV Partners, L.L.C.
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
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X
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BlueRun Ventures L P
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
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X
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BRV Opportunities Fund GP, LLC
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
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X
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BRV Opportunities Fund, L.P.
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
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X
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Ebinger Jonathan
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
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X
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Malloy John Arthur
545 MIDDLEFIELD ROAD
SUITE 250
MENLO PARK, CA 94025
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X
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Signatures
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BRV Partners, L.L.C., By: /s/ Jennifer Yu, attorney-in-fact
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4/20/2017
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**
Signature of Reporting Person
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Date
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BlueRun Ventures, L.P., By: BRV Partners, L.L.C., Its: General Partner, By: /s/ Jennifer Yu, attorney-in-fact
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4/20/2017
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**
Signature of Reporting Person
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Date
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BRV Opportunities Fund GP, LLC, By: /s/ Jennifer Yu, attorney-in-fact
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4/20/2017
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**
Signature of Reporting Person
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Date
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BRV Opportunities Fund, L.P., By: BRV Opportunities Fund GP, LLC, By: /s/ Jennifer Yu, attorney-in-fact
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4/20/2017
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**
Signature of Reporting Person
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Date
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Jonathan Ebinger, By: /s/ Jennifer Yu, attorney-in-fact
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4/20/2017
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**
Signature of Reporting Person
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Date
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John Malloy, By: /s/ Jennifer Yu, attorney-in-fact
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4/20/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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