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

Signature
/s/ Jon Stueve, Authorized Signatory for: Mark Riggs
Stock symbol
COUP
Transactions as of
Feb 28, 2023
Transactions value $
-$5,392,041
Form type
4
Date filed
2/28/2023, 04:49 PM
Previous filing
Dec 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COUP Common Stock Disposed to Issuer -6.47K -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 -$40.3K -498 -100% $81.00 0 Feb 28, 2023 Common Stock 498 Direct F2, F3, F4
transaction COUP Restricted Stock Units Disposed to Issuer -$157K -1.93K -100% $81.00 0 Feb 28, 2023 Common Stock 1.93K Direct F2, F3, F4
transaction COUP Restricted Stock Units Disposed to Issuer -$321K -3.96K -100% $81.00 0 Feb 28, 2023 Common Stock 3.96K Direct F2, F3, F4
transaction COUP Restricted Stock Units Disposed to Issuer -$2M -24.6K -100% $81.00 0 Feb 28, 2023 Common Stock 24.6K Direct F2, F3, F4
transaction COUP Restricted Stock Units Disposed to Issuer -$1.02M -12.6K -100% $81.00 0 Feb 28, 2023 Common Stock 12.6K Direct F2, F3, F4
transaction COUP Performance Stock Units Disposed to Issuer -$389K -4.8K -100% $81.00 0 Feb 28, 2023 Common Stock 4.8K Direct F2, F5
transaction COUP Performance Stock Units Disposed to Issuer -$581K -7.17K -100% $81.00 0 Feb 28, 2023 Common Stock 7.17K Direct F2, F5
transaction COUP Performance Stock Units Disposed to Issuer -$819K -10.1K -100% $81.00 0 Feb 28, 2023 Common Stock 10.1K Direct F2, F5
transaction COUP Stock Option (right to buy) Disposed to Issuer -$65K -2K -100% $32.53 0 Feb 28, 2023 Common Stock 2K $48.47 Direct F6, F7
transaction COUP Stock Option (right to buy) Disposed to Issuer $0 -5.25K -100% $0.00* 0 Feb 28, 2023 Common Stock 5.25K $94.47 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark Riggs 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, (i) 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.
F6 Pursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase shares of Common Stock (an "Option") that was unexpired, unexercised, vested and outstanding as of immediately prior to the Effective Time (including any Option that vested automatically as a result of the Merger) (each a "Vested Option") was canceled and automatically converted into the right to receive a cash payment, without interest, equal to (x) the number of shares of Common Stock for which such option had not then been exercised multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price of such Vested Option, except that each Vested Option with a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration. (Continued in Footnote 7)
F7 (Continued from Footnote 6) Pursuant to the Merger Agreement, at the Effective Time, each Option that was unexpired, unexercised, unvested and outstanding as of immediately prior to the Effective Time (each an "Unvested Option") was canceled and automatically converted into the right to receive a cash payment, without interest, equal to the number of shares of Common Stock for which such Unvested Option had not then been exercised multiplied by the excess, if any, of the Merger Consideration over the per share exercise price of such Unvested Option, with such amount to vest and become payable on substantially the same terms and conditions that applied to the Unvested Option, subject to the Reporting Person's continued service with Parent and its affiliates through the applicable vesting date, except that each Unvested Option with a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration.