Roger S. Siboni - 28 Feb 2023 Form 4 Insider Report for Coupa Software Inc

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 28 Feb 2023
Net transaction value: -$2,834,949
SEC form: 4
Accepted by SEC: 28 Feb 2023, 16:42:02 UTC
Prior SEC filing: 27 May 2022
Source filing: View source filing
Reporting owner signature: /s/ Jon Stueve, Authorized Signatory for: Roger S. Siboni

Key filing fact

Roger S. Siboni filed Form 4 for Coupa Software Inc on 28 Feb 2023.

Key facts

This page summarizes Roger S. Siboni's Form 4 filing for Coupa Software Inc.
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 28 Feb 2023, 16:42.

Change

Previous filing in this sequence was filed on 27 May 2022.
Current net transaction value: -$2,834,949.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

COUP transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -11,751
Change %: -100%
Price
Shares after: 0
Date: 28 Feb 2023
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

COUP transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $200,070
Shares: -2,470
Change %: -100%
Price: $81.00
Shares after: 0
Date: 28 Feb 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,470
Exercise price
Footnotes: F2, F3

COUP transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value: $2,634,879
Shares: -36,035
Change %: -100%
Price: $73.12
Shares after: 0
Date: 28 Feb 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 36,035
Exercise price: $7.88
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Roger S. Siboni is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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").

Footnote F2

Restricted stock units ("RSUs") represent a contingent right to receive one share of Common Stock for each RSU.

Footnote F3

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.

Footnote F4

Pursuant to the Merger Agreement, at the Effective Time, 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 was canceled and automatically converted into the right to receive a cash payment, without interest, equal to (i) the number of shares of Common Stock for which such option had not then been exercised multiplied by (ii) the excess of the Merger Consideration over the per share exercise price of such Option.