Anthony Tiscornia - Feb 28, 2023 Form 4 Insider Report for Coupa Software Inc (COUP)

Role: Chief Financial Officer
Signature: /s/ Jon Stueve, Authorized Signatory for: Anthony Tiscornia
Stock symbol: COUP
Transactions as of: Feb 28, 2023
Transactions value $: -$2,868,858
Form type: 4
Date filed: 2/28/2023, 04:55 PM
Previous filing: Feb 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	COUP	Common Stock	Disposed to Issuer		-5.71K	-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	Disposed to Issuer	-$40.7K	-502	-100%	$81.00	0	Feb 28, 2023	Common Stock	502		Direct	F2, F3, F4
transaction	COUP	Restricted Stock Units	Disposed to Issuer	-$8.18K	-101	-100%	$81.00	0	Feb 28, 2023	Common Stock	101		Direct	F2, F3, F4
transaction	COUP	Restricted Stock Units	Disposed to Issuer	-$121K	-1.49K	-100%	$81.00	0	Feb 28, 2023	Common Stock	1.49K		Direct	F2, F3, F4
transaction	COUP	Restricted Stock Units	Disposed to Issuer	-$51.7K	-638	-100%	$81.00	0	Feb 28, 2023	Common Stock	638		Direct	F2, F3, F4
transaction	COUP	Restricted Stock Units	Disposed to Issuer	-$205K	-2.53K	-100%	$81.00	0	Feb 28, 2023	Common Stock	2.53K		Direct	F2, F3, F4
transaction	COUP	Restricted Stock Units	Disposed to Issuer	-$1.27M	-15.7K	-100%	$81.00	0	Feb 28, 2023	Common Stock	15.7K		Direct	F2, F3, F4
transaction	COUP	Restricted Stock Units	Disposed to Issuer	-$652K	-8.04K	-100%	$81.00	0	Feb 28, 2023	Common Stock	8.04K		Direct	F2, F3, F4
transaction	COUP	Performance Stock Units	Disposed to Issuer	-$521K	-6.44K	-100%	$81.00	0	Feb 28, 2023	Common Stock	6.44K		Direct	F2, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Anthony Tiscornia 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") and performance stock units ("PSUs") represent a contingent right to receive one share of Common Stock for each RSU or PSU, as applicable.
F3	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)
F4	(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.
F5	Pursuant to the Merger Agreement, at the Effective Time, each PSU, whether vested or unvested, that was outstanding immediately prior to the Effective Time 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 PSU as of immediately prior to the Effective time (with the number of PSUs determined based on deemed achievement at 100% of target) multiplied by the Merger Consideration.