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

Role
Director
Signature
/s/ Jon Stueve, Authorized Signatory for: Michelle Brennan
Stock symbol
COUP
Transactions as of
Feb 28, 2023
Transactions value $
-$200,070
Form type
4
Date filed
2/28/2023, 04:50 PM
Previous filing
Nov 16, 2022
Next filing
Jun 29, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COUP Common Stock Disposed to Issuer -804 -100% 0 Feb 28, 2023 Direct F1
transaction COUP Common Stock Disposed to Issuer -1.04K -100% 0 Feb 28, 2023 See Footnote F1, F2

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 -$200K -2.47K -100% $81.00 0 Feb 28, 2023 Common Stock 2.47K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michelle Brennan 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 Held by The Michelle M Brennan Revocable Trust.
F3 Restricted stock units ("RSUs") represent a contingent right to receive one share of Common Stock for each RSU.
F4 Pursuant to the Merger Agreement, at the Effective Time, each RSU that was unexpired and unsettled as of immediately prior to the Effective Time was canceled and converted into the right to receive a cash payment equal to the number of shares of Common Stock subject to such RSU as of immediately prior to the Effective Time, multiplied by the Merger Consideration.