Maurizio Baratta - Feb 17, 2023 Form 4 Insider Report for Coupa Software Inc (COUP)

Role
Chief Accounting Officer
Signature
/s/ Jon Stueve, Authorized Signatory for: Maurizio Baratta
Stock symbol
COUP
Transactions as of
Feb 17, 2023
Transactions value $
-$3,039,363
Form type
4
Date filed
2/28/2023, 04:46 PM
Previous filing
Jan 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COUP Common Stock Disposed to Issuer -6.81K -100% 0 Feb 28, 2023 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction COUP Restricted Stock Units Award $0 +12.3K $0.00 12.3K Feb 17, 2023 Common Stock 12.3K Direct F2, F3
transaction COUP Restricted Stock Units Disposed to Issuer -$1M -12.3K -100% $81.00 0 Feb 28, 2023 Common Stock 12.3K Direct F2, F4, F5
transaction COUP Restricted Stock Units Disposed to Issuer -$878K -10.8K -100% $81.00 0 Feb 28, 2023 Common Stock 10.8K Direct F2, F4, F5
transaction COUP Restricted Stock Units Disposed to Issuer -$813K -10K -100% $81.00 0 Feb 28, 2023 Common Stock 10K Direct F2, F4, F5
transaction COUP Restricted Stock Units Disposed to Issuer -$26.4K -326 -100% $81.00 0 Feb 28, 2023 Common Stock 326 Direct F2, F4, F5
transaction COUP Restricted Stock Units Disposed to Issuer -$171K -2.11K -100% $81.00 0 Feb 28, 2023 Common Stock 2.11K Direct F2, F4, F5
transaction COUP Restricted Stock Units Disposed to Issuer -$6.16K -76 -100% $81.00 0 Feb 28, 2023 Common Stock 76 Direct F2, F4, F5
transaction COUP Restricted Stock Units Disposed to Issuer -$68.9K -850 -100% $81.00 0 Feb 28, 2023 Common Stock 850 Direct F2, F4, F5
transaction COUP Restricted Stock Units Disposed to Issuer -$59.3K -732 -100% $81.00 0 Feb 28, 2023 Common Stock 732 Direct F2, F4, F5
transaction COUP Restricted Stock Units Disposed to Issuer -$17.3K -213 -100% $81.00 0 Feb 28, 2023 Common Stock 213 Direct F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Maurizio Baratta is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of December 11, 2022 (the "Merger Agreement"), by and among Coupa Holdings, LLC (f/k/a Project CS Parent, LLC) ("Parent"), Project CS Merger Sub, Inc. ("Merger Sub"), and Coupa Software Incorporated (the "Company"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.0001 per share ("Common Stock"), was canceled and automatically converted into the right to receive $81.00 in cash, without interest, less any applicable withholding taxes (the "Merger Consideration").
F2 Restricted stock units ("RSUs") represent a contingent right to receive one share of Common Stock for each RSU.
F3 These RSUs would have vested quarterly over a four year period, and the first quarterly vesting date was scheduled to occur on June 20, 2023.
F4 Pursuant to the Merger Agreement, at the Effective Time, each RSU that was subject to time-based vesting conditions that was unexpired, unsettled and vested as of immediately prior to the Effective Time (including any RSU that vested automatically as a result of the Merger) (each a "Vested RSU") and a portion of certain RSUs that would have vested on or prior to January 31, 2024 (each a "Deemed Vested RSU") was canceled and converted into the right to receive a cash payment equal to the number of shares of Common Stock subject to such Vested RSU or Deemed Vested RSU as of immediately prior to the Effective Time, multiplied by the Merger Consideration. (Continued in Footnote 4)
F5 (Continued from Footnote 3) Pursuant to the Merger Agreement, at the Effective Time, each RSU that remained unexpired, unvested and outstanding as of immediately prior to the Effective Time (other than any Deemed Vested RSU) (each an "Unvested RSU") was canceled and automatically converted into the right to receive a cash payment equal to the number of shares of Common Stock subject to such Unvested RSU as of immediately prior to the Effective Time, multiplied by the Merger Consideration, with such amount to vest and become payable on substantially the same terms and conditions that applied to the Unvested RSU, subject to the Reporting Person's continued service with Parent and its affiliates through the applicable vesting date.