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

Role: Director
Signature: /s/ Jon Stueve, Authorized Signatory for: Kanika Soni
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: Feb 16, 2023

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	F1, F2

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

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

Explanation of Responses:

Id	Content
F1	Restricted stock units ("RSUs") represent a contingent right to receive one share of common stock, par value $0.0001 per share ("Common Stock"), of Coupa Software Incorporated (the "Company").
F2	The RSUs 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 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 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 $81.00, without interest, less any applicable withholding taxes.

Content

Restricted stock units ("RSUs") represent a contingent right to receive one share of common stock, par value $0.0001 per share ("Common Stock"), of Coupa Software Incorporated (the "Company").

The RSUs 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 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 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 $81.00, without interest, less any applicable withholding taxes.