COUP / Coupa Software Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Coupa Software Inc
US ˙ NASDAQ ˙ US22266L1061
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1385867
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Coupa Software Inc
SEC Filings (Chronological Order)
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March 10, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-37901 Coupa Software Incorporated (Exact name of registrant as s

February 28, 2023 EX-4.2

First Supplemental Indenture, dated as of February 28, 2023, to the Indenture, dated as of June 15, 2020, by and between Coupa Software Incorporated and Wilmington Trust, National Association.

EX-4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 28, 2023, between COUPA SOFTWARE INCORPORATED, a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). RECITALS OF THE COMPANY WHEREAS, the Company and the Trustee are parties to tha

February 28, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2023

S-8 POS 1 d395530ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on February 28, 2023 Registration No. 333-263605 Registration No. 333-254464 Registration No. 333-237294 Registration No. 333-230542 Registration No. 333-223997 Registration No. 333-217104 Registration No. 333-213991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 POST-EFFECTIV

February 28, 2023 POSASR

As filed with the Securities and Exchange Commission on February 28, 2023

POSASR As filed with the Securities and Exchange Commission on February 28, 2023 Registration No.

February 28, 2023 EX-99.1

Thoma Bravo Completes Acquisition of Coupa Software

EX-99.1 Exhibit 99.1 Thoma Bravo Completes Acquisition of Coupa Software SAN MATEO, Calif., February 28, 2023 – Coupa Software, a leader in Business Spend Management (BSM), today announced the completion of its acquisition by Thoma Bravo, a leading software investment firm, in an all-cash transaction valued at approximately $8.0 billion. The transaction includes a significant minority investment f

February 28, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2023

S-8 POS 1 d395530ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on February 28, 2023 Registration No. 333-263605 Registration No. 333-254464 Registration No. 333-237294 Registration No. 333-230542 Registration No. 333-223997 Registration No. 333-217104 Registration No. 333-213991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 POST-EFFECTIV

February 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 28, 2023 Coupa Software

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 28, 2023 Coupa Software Incorporated (Exact Name of Registrant as Specified in Charter) Delaware 001-37901 20-4429448 (State or Other Jurisdiction of Incorporation) (Commissi

February 28, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2023

S-8 POS 1 d395530ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on February 28, 2023 Registration No. 333-263605 Registration No. 333-254464 Registration No. 333-237294 Registration No. 333-230542 Registration No. 333-223997 Registration No. 333-217104 Registration No. 333-213991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 POST-EFFECTIV

February 28, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2023

S-8 POS 1 d395530ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on February 28, 2023 Registration No. 333-263605 Registration No. 333-254464 Registration No. 333-237294 Registration No. 333-230542 Registration No. 333-223997 Registration No. 333-217104 Registration No. 333-213991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 POST-EFFECTIV

February 28, 2023 EX-3.2

Amended and Restated Bylaws of Coupa Software Incorporated, dated as of February 28, 2023.

EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF COUPA SOFTWARE INCORPORATED A Delaware corporation (Adopted as of February 28, 2023) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, city of Wilmington, Delaware, 19801, County of New Castle. The name of the corporation’s registered agen

February 28, 2023 POSASR

As filed with the Securities and Exchange Commission on February 28, 2023

POSASR As filed with the Securities and Exchange Commission on February 28, 2023 Registration No.

February 28, 2023 EX-3.1

Amended and Restated Certificate of Incorporation of Coupa Software Incorporated, dated as of February 28, 2023.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COUPA SOFTWARE INCORPORATED ARTICLE ONE The name of the corporation is Coupa Software Incorporated (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such

February 28, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2023

S-8 POS As filed with the Securities and Exchange Commission on February 28, 2023 Registration No.

February 28, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2023

S-8 POS As filed with the Securities and Exchange Commission on February 28, 2023 Registration No.

February 28, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2023

S-8 POS 1 d395530ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on February 28, 2023 Registration No. 333-263605 Registration No. 333-254464 Registration No. 333-237294 Registration No. 333-230542 Registration No. 333-223997 Registration No. 333-217104 Registration No. 333-213991 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 POST-EFFECTIV

February 28, 2023 EX-4.1

First Supplemental Indenture, dated as of February 28, 2023, to the Indenture, dated as of June 11, 2019, by and between Coupa Software Incorporated and Wilmington Trust, National Association.

EX-4.1 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 28, 2023, between COUPA SOFTWARE INCORPORATED, a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). RECITALS OF THE COMPANY WHEREAS, the Company and the Trustee are parties to tha

February 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2023 Coupa Software

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2023 Coupa Software Incorporated (Exact Name of Registrant as Specified in Charter) Delaware 001-37901 20-4429448 (State or Other Jurisdiction of Incorporation) (Commissi

February 17, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

February 17, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 17, 2023 Coupa Software Incorporated (Exact Name of Registrant as Specified in Charter) Delaware 001-37901 20-4429448 (State or Other Jurisdiction of Incorporation) (Commissi

February 14, 2023 SC 13G/A

COUP / Coupa Software Inc / VIKING GLOBAL INVESTORS LP - SC 13G/A Passive Investment

SC 13G/A 1 brhc10047897sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 2) COUPA SOFTWARE INCORPORATED (Name of Issuer) Common stock, $0.0001 par value per sh

February 9, 2023 SC 13G/A

COUP / Coupa Software Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Coupa Software Inc. Title of Class of Securities: Common Stock CUSIP Number: 22266L106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

January 23, 2023 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 11, 2023 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

January 11, 2023 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) COUPA SOFTWARE INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee

EX-FILING FEES 2 d434243dexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) COUPA SOFTWARE INCORPORATED (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to Be Paid $6,957,344,114.84 0.00011020 $766,699.33 Fees Previously Paid —

January 4, 2023 SC 13D/A

COUP / Coupa Software Inc / Meritage Group LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Coupa Software Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title and Class of Securities) 22266L106 (CUSIP Number) Laura Baxter-Simons Meritage Group LP One Ferry Building, Suite 375 San Francisco, CA 94111 (415) 399-5330 Jas

December 16, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

December 12, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 11, 2022 Coupa Software

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 11, 2022 Coupa Software Incorporated (Exact Name of Registrant as Specified in Charter) Delaware 001-37901 20-4429448 (State or Other Jurisdiction of Incorporation) (Commissi

December 12, 2022 EX-2.1

Agreement and Plan of Merger, dated as of December 11, 2022, by and among Coupa Software Incorporated, Coupa Holdings, LLC (f/k/a Project CS Parent LLC) and Project CS Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on December 12, 2022).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among PROJECT CS PARENT, LLC, PROJECT CS MERGER SUB, INC. and COUPA SOFTWARE INCORPORATED Dated as of December 11, 2022 TABLE OF CONTENTS CLAUSE PAGE ARTICLE I The Merger - 2 - Section 1.01 The Merger - 2 - Section 1.02 Closing - 2 - Section 1.03 Effective Time - 2 - Section 1.04 Effects of the Merger - 2 - Section 1.05 Certificate of Incorporation a

December 12, 2022 EX-99.1

Coupa Software Enters into Definitive Agreement to Be Acquired by Thoma Bravo for $8 Billion Coupa Shareholders to Receive $81 Per Share in Cash Represents a 77% Premium to the Unaffected Stock Price

EX-99.1 Exhibit 99.1 Coupa Software Enters into Definitive Agreement to Be Acquired by Thoma Bravo for $8 Billion Coupa Shareholders to Receive $81 Per Share in Cash Represents a 77% Premium to the Unaffected Stock Price SAN MATEO, Calif., December 12, 2022 – Coupa Software (NASDAQ: COUP), a leader in Business Spend Management (BSM), today announced that it has entered into a definitive agreement

December 12, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 11, 2022 Coupa Software

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 11, 2022 Coupa Software Incorporated (Exact Name of Registrant as Specified in Charter) Delaware 001-37901 20-4429448 (State or Other Jurisdiction of Incorporation) (Commissi

December 12, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 11, 2022 Coupa Software

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 11, 2022 Coupa Software Incorporated (Exact Name of Registrant as Specified in Charter) Delaware 001-37901 20-4429448 (State or Other Jurisdiction of Incorporation) (Commissi

December 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37901 COUPA S

December 12, 2022 EX-10.1

Form of Amendment to the Company’s form of Severance and Change in Control Agreement (Executive Officers)

Exhibit 10.1 COUPA SOFTWARE INCORPORATED AMENDMENT TO THE SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amendment No. 1 to the Severance and Change in Control Agreement (the “Amendment”) is made and entered into by and between the individual identified in the Executive signature block below (“Executive”) and Coupa Software Incorporated, a Delaware corporation (the “Company”), effective as of Octo

December 12, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 Coupa Software

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2022 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Comm

December 12, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

December 12, 2022 EX-99.1

Coupa Software Reports Third Quarter Fiscal 2023 Financial Results

EX-99.1 Exhibit 99.1 Coupa Software Reports Third Quarter Fiscal 2023 Financial Results • Quarterly Subscription Revenues of $198 Million, 20% Year-Over-Year Growth • Quarterly Revenues of $217 Million, 17% Year-Over-Year Growth • Quarterly Subscription Calculated Billings of $206 Million, 20% Year-Over-Year Growth • Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $71 Million and $6

December 12, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 11, 2022 Coupa Software Incorporated (Exact Name of Registrant as Specified in Charter) Delaware 001-37901 20-4429448 (State or Other Jurisdiction of Incorporation) (Commissi

December 12, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d435812ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

December 12, 2022 EX-99.2

Transaction Summary Transaction 77% premium to unaffected share price $81 cash per share 8.4x NTM revenue multiple (street consensus) Overview $8.0B enterprise value 8.7x NTM revenue multiple (company projections) 64% premium to unaffected 30-day VWA

EX-99.2 Exhibit 99.2 Coupa to be Acquired by Thoma Bravo: Delivering Compelling, Certain Cash Premium to Coupa Shareholders December 12, 2022 © 2022 Coupa Software, Inc. – All Rights Reserved Transaction Summary Transaction 77% premium to unaffected share price $81 cash per share 8.4x NTM revenue multiple (street consensus) Overview $8.0B enterprise value 8.7x NTM revenue multiple (company project

December 12, 2022 EX-10.1

Voting Agreement, dated as of December 11, 2022, by and among Project CS Parent, LLC, Coupa Software Incorporated and the stockholders party thereto

Exhibit 10.1 EXECUTION VOTING AGREEMENT This Voting Agreement (this ?Agreement?) is made and entered into as of December 11, 2022 (the ?Agreement Date?), by and among Project CS Parent, LLC, a Delaware limited liability company (?Parent?), Coupa Software Incorporated, a Delaware corporation (the ?Company?), and the stockholders of the Company listed on Schedule A and the signature pages hereto (ea

December 1, 2022 SC 13D

COUP / Coupa Software Inc / Meritage Group LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Coupa Software Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title and Class of Securities) 22266L106 (CUSIP Number) Laura Baxter-Simons Meritage Group LP One Ferry Building, Suite 375 San Francisco, CA 94111 (415) 399-5330 Jaso

September 23, 2022 CORRESP

Sincerely, /s/ Anthony Tiscornia Anthony Tiscornia Chief Financial Officer

September 23, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Attention: Kathleen Collins, Accounting Branch Chief David Edgar, Staff Accountant Re: Coupa Software Incorporated Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 16, 2022 Form 8-K furnished on September 6, 2022 File No.

September 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37901 COUPA SOFT

September 7, 2022 EX-10.1

Form of Performance-Based Restricted Stock Unit Award Agreement (Executive Form) under 2016 Equity Incentive Plan

Exhibit 10.1 Coupa Software Incorporated 2016 Equity Incentive Plan Notice of PSU Award (Executive Form without Payout Share Cap) You have been granted the number of performance-based restricted stock units (?PSUs?) indicated below, each representing the right to receive one share of common stock of Coupa Software Incorporated (the ?Company?) on the following terms: General Award Details: Name of

September 6, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Comm

September 6, 2022 EX-99.1

Coupa Software Reports Second Quarter Fiscal 2023 Financial Results

Exhibit 99.1 Coupa Software Reports Second Quarter Fiscal 2023 Financial Results ?Record Quarterly Subscription Revenues of $193 Million, 23% Year-Over-Year Growth ?Record Quarterly Revenues of $211 Million, 18% Year-Over-Year Growth ?Quarterly Subscription Calculated Billings of $217 Million, 25% Year-Over-Year Growth ?Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $29 Million and

August 1, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commissi

July 15, 2022 SC 13G

COUP / Coupa Software Inc / Meritage Group LP - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* COUPA SOFTWARE INCORPORATED (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 22266L106 (CUSIP Number) July 8, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

June 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37901 COUPA SOF

June 7, 2022 EX-10.1

Todd Ford Transition Agreement

March 11, 2022 Re: Your Transition Dear Todd: I appreciated the time we spent discussing how will you transition from your current role and continue to provide advisory support for Coupa Software Inc.

June 6, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2022 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commissio

June 6, 2022 EX-99.1

Coupa Software Reports First Quarter Fiscal 2023 Financial Results

Exhibit 99.1 Coupa Software Reports First Quarter Fiscal 2023 Financial Results ?Record Quarterly Subscription Revenues of $178 Million, 27% Year-Over-Year Growth ?Record Quarterly Revenues of $196 Million, 18% Year-Over-Year Growth ?Quarterly Calculated Billings of $188 Million, 26% Year-Over-Year Growth ?Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $50 Million and $46 Million,

May 27, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commissio

April 11, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 11, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 definitiveproxystatement.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Con

March 16, 2022 S-8

As filed with the Securities and Exchange Commission on March 16, 2022

As filed with the Securities and Exchange Commission on March 16, 2022 Registration No.

March 16, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37901 COUPA SOFTWARE I

March 16, 2022 EX-21.1

List of Subsidiaries of Registrant.

Exhibit 21.1 Certain Subsidiaries as of January 31, 2022* Name Jurisdiction of Incorporation or Organization ConnXus, Inc. Delaware Bellin GmbH Germany Bellin Treasury Alliance Ltd. United Kingdom Bellin Treasury International GmbH Germany Bellin Treasury Services Ltd. Canada Bellin Treasury Services USA, Inc. Delaware Coupa Colombia SAS Colombia Coupa Deutschland GmbH Germany Coupa K.K. Japan Cou

March 16, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Coupa Software Incorporated (Exact name of Registrant as Specified in its Charter) Type 1?Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.

March 14, 2022 EX-99.1

Coupa Software Reports Fourth Quarter & Full Year Fiscal 2022 Financial Results

Exhibit 99.1 Coupa Software Reports Fourth Quarter & Full Year Fiscal 2022 Financial Results ?Record Annual Revenues of $725 Million, 34% Year-Over-Year Growth ?Record Annual Calculated Billings of $855 Million, 33% Year-Over-Year Growth ?Record Annual Operating Cash Flows and Adjusted Free Cash Flows of $168 Million and $156 Million, Respectively SAN MATEO, Calif., March 14, 2022 ? Coupa Software

March 14, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2022 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commiss

February 14, 2022 SC 13G/A

COUP / Coupa Software Inc / PRUDENTIAL FINANCIAL INC Passive Investment

DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment # 2 Name of Issuer: COUPA SOFTWARE INC Title of Class of Securities: Common Stock CUSIP Number: 22266L106 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROUP: (a) N/A (b) N/A 3) SEC U

February 14, 2022 SC 13G/A

COUP / Coupa Software Inc / VIKING GLOBAL INVESTORS LP - SC 13G/A Passive Investment

SC 13G/A 1 brhc10033253sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment 1*) INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* COUPA SOFTWARE INCORPORATED (Name of Issuer) Common stock, $0.0001 par value per share

February 14, 2022 SC 13G/A

COUP / Coupa Software Inc / LONE PINE CAPITAL LLC - COUPA SOFTWARE INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Coupa Software Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 22266L106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

February 9, 2022 SC 13G/A

COUP / Coupa Software Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0671-coupasoftwareinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Coupa Software Inc. Title of Class of Securities: Common Stock CUSIP Number: 22266L106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designat

December 7, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name o

December 6, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2021 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

December 6, 2021 EX-99.1

Coupa Software Reports Third Quarter Fiscal 2022 Financial Results

Exhibit 99.1 Coupa Software Reports Third Quarter Fiscal 2022 Financial Results ?Record Quarterly Revenues of $186 Million, 40% Year-Over-Year Growth ?Quarterly Calculated Billings of $193 Million, 38% Year-Over-Year Growth ?Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $31 Million and $28 Million, Respectively SAN MATEO, Calif., December 6, 2021 ? Coupa Software (NASDAQ: COUP) to

September 8, 2021 EX-10.1.1

Severance and Change of Control Agreement, dated June 4, 2021, between the Registrant and Anthony Tiscornia.

Exhibit 10.1.1 COUPA SOFTWARE INCORPORATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between Anthony Tiscornia (the ?Executive?) and Coupa Software Incorporated, a Delaware corporation (the ?Company?), effective as of the date specified in Section 1 below. Certain capitalized terms are defined in Secti

September 8, 2021 EX-10.1

Amended and Restated Offer Letter, dated June 4, 2021, between the Registrant and Anthony Tiscornia.

Exhibit 10.1 June 4, 2021 Anthony Tiscornia Dear Tony, On behalf of Coupa Software Incorporated (the ?Company? or ?Coupa?), I am pleased to confirm your current employment arrangement with the Company on the following terms: 1. Position. You currently serve as Chief Financial Officer, working out of our San Mateo, California headquarters and reporting to Todd Ford, President of Finance & Operation

September 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name of R

September 7, 2021 EX-99.1

Coupa Software Reports Second Quarter Fiscal 2022 Financial Results

Exhibit 99.1 Coupa Software Reports Second Quarter Fiscal 2022 Financial Results ?Record Quarterly Revenues of $179 Million, 42% Year-Over-Year Growth ?Quarterly Calculated Billings of $195 Million, 49% Year-Over-Year Growth ?Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $41 Million and $37 Million, Respectively SAN MATEO, Calif., September 7, 2021 ? Coupa Software (NASDAQ: COUP)

September 7, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2021 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Comm

July 20, 2021 SC 13G

COUP / Coupa Software Inc / VIKING GLOBAL INVESTORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* COUPA SOFTWARE INCORPORATED (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 22266L106 (CUSIP Number) Ju

June 8, 2021 EX-10.1

Amended and Restated Offer Letter, dated April 26, 2021, between the Registrant and Robert Glenn.

Exhibit 10.1 April 26, 2021 Robert Glenn Dear Rob, On behalf of Coupa Software Incorporated (the ?Company? or ?Coupa?), I am pleased to confirm your current employment arrangement with the Company on the following terms: 1. Position. You currently serve as EVP, Global Sales, reporting to Rob Bernshteyn, Chief Executive Officer. 2. Base Salary. Your current annual base salary is $375,000, less taxe

June 8, 2021 EX-10.1.1

Severance and Change of Control Agreement, dated February 1, 2021, between the Registrant and Robert Glenn.

Exhibit 10.1.1 COUPA SOFTWARE INCORPORATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between Robert Glenn (the ?Executive?) and Coupa Software Incorporated, a Delaware corporation (the ?Company?), effective as of the date specified in Section 1 below. Certain capitalized terms are defined in Section 8.

June 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name of

June 7, 2021 EX-99.1

Coupa Software Reports First Quarter Fiscal 2022 Financial Results

Exhibit 99.1 Coupa Software Reports First Quarter Fiscal 2022 Financial Results ?Record Quarterly Revenues of $167 Million, 40% Year-Over-Year Growth ?Quarterly Calculated Billings of $149 Million, 46% Year-Over-Year Growth ?Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $32 Million and $30 Million, Respectively SAN MATEO, Calif., June 7, 2021 ? Coupa Software (NASDAQ: COUP) today

June 7, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2021 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commissio

May 28, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2021 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commissio

April 9, 2021 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 9, 2021 DEF 14A

- DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte

March 18, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on March 18, 2021 Registration No.

March 18, 2021 EX-21.1

List of Subsidiaries of Registrant.

Exhibit 21.1 Certain Subsidiaries as of January 31, 2021* Name Jurisdiction of Incorporation or Organization ConnXus, Inc. Delaware Bellin GmbH Germany Bellin Treasury International GmbH Germany Bellin Treasury Services Ltd. Canada Bellin Treasury Services USA, Inc. Delaware Coupa Deutschland GmbH Germany Coupa Operations, Inc. Delaware Coupa Operations, S de R.L. de C.V. Mexico Coupa Servi?os Em

March 18, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37901 COUPA SOFTWARE I

March 16, 2021 EX-99.1

Coupa Software Reports Fourth Quarter & Full Year Fiscal 2021 Financial Results

Exhibit 99.1 Coupa Software Reports Fourth Quarter & Full Year Fiscal 2021 Financial Results •Record Quarterly Revenues of $164 Million, 47% Year-Over-Year Growth •Record Quarterly Calculated Billings of $270 Million, 49% Year-Over-Year Growth •Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $20 Million and $38 Million, Respectively SAN MATEO, Calif., March 16, 2021 — Coupa Software

March 16, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commiss

February 16, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Coupa Software Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 22266L106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Coupa Software Inc. Title of Class of Securities: Common Stock CUSIP Number: 22266L106 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

February 9, 2021 SC 13G/A

By signing below, Prudential Financial, Inc. certifies that, to the best of its

13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 6, 2021 EX-99.3

COUPA SOFTWARE INCORPORATED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 COUPA SOFTWARE INCORPORATED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On November 2, 2020 (“Closing Date”), Coupa Software Incorporated (“Coupa” or the “Company”) completed the acquisition of Laurel Parent Holdings, Inc. (the “Target” or, together with its subsidiaries, “LLamasoft”), a supply chain design and analysis software and solutions company. In connection wi

January 6, 2021 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of i

January 6, 2021 EX-99.1

LAUREL PARENT HOLDINGS, INC. AND SUBSIDIARIES Ann Arbor, Michigan CONSOLIDATED FINANCIAL STATEMENTS As of and for the Year Ended December 31, 2019 LAUREL PARENT HOLDINGS, INC. AND SUBSIDIARIES TABLE OF CONTENTS

Exhibit 99.1 LAUREL PARENT HOLDINGS, INC. AND SUBSIDIARIES Ann Arbor, Michigan CONSOLIDATED FINANCIAL STATEMENTS As of and for the Year Ended December 31, 2019 LAUREL PARENT HOLDINGS, INC. AND SUBSIDIARIES TABLE OF CONTENTS Report of Independent Auditors Financial Statements Consolidated Balance Sheet Consolidated Statement of Operations Consolidated Statement of Comprehensive Loss Consolidated St

January 6, 2021 EX-99.2

LAUREL PARENT HOLDINGS, INC. AND SUBSIDIARIES Ann Arbor, Michigan CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of and for the Six Months Ended June 30, 2020 LAUREL PARENT HOLDINGS, INC. AND SUBSIDIARIES TABLE OF CONTENTS

Exhibit 99.2 LAUREL PARENT HOLDINGS, INC. AND SUBSIDIARIES Ann Arbor, Michigan CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of and for the Six Months Ended June 30, 2020 LAUREL PARENT HOLDINGS, INC. AND SUBSIDIARIES TABLE OF CONTENTS Financial Statements (unaudited) Condensed Consolidated Balance Sheet Condensed Consolidated Statement of Operations Condensed Consolidated Statement of Comprehensi

December 8, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name o

December 8, 2020 EX-10.1

Revised Compensation Program for Non-Employee Directors.

Exhibit 10.1 Coupa Software Incorporated Compensation Program for Non-Employee Directors (Last Revised: August 27, 2020) A.Cash Compensation 1.Non-employee directors (“Outside Directors”) will receive the following cash retainers, paid quarterly in arrears, for their service on the Board of Directors (the “Board”) and its committees: Board service $35,000 plus (as applicable): Lead Director $19,00

December 7, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

December 7, 2020 EX-99.1

Coupa Software Reports Third Quarter Fiscal 2021 Financial Results Record Quarterly Revenues of $133 Million, 31% Year-Over-Year Growth Quarterly Calculated Billings of $140 Million, 33% Year-Over-Year Growth Quarterly Operating Cash Flows and Adjust

Exhibit 99.1 Coupa Software Reports Third Quarter Fiscal 2021 Financial Results Record Quarterly Revenues of $133 Million, 31% Year-Over-Year Growth Quarterly Calculated Billings of $140 Million, 33% Year-Over-Year Growth Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $19 Million and $17 Million, Respectively SAN MATEO, Calif., December 7, 2020 — Coupa Software (NASDAQ: COUP) today

November 6, 2020 EX-99.1

2,149,008 Shares COUPA SOFTWARE INCORPORATED COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT

EX-99.1 Exhibit 99.1 2,149,008 Shares COUPA SOFTWARE INCORPORATED COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT November 2, 2020 November 2, 2020 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Ladies and Gentlemen: Certain shareholders named in Schedule I hereto (collectively, the “Selling Shareholders”) of Coupa Software Incorporated, a Delaware corporation (the “Co

November 6, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

November 3, 2020 424B7

2,149,008 Shares Coupa Software Incorporated Common Stock

FILED PURSUANT TO RULE 424(B)(7) Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No.

November 2, 2020 S-3ASR

- S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 2, 2020 Registration No.

November 2, 2020 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

November 2, 2020 EX-99.1

Coupa Acquires AI-Powered Supply Chain Design and Planning Leader LLamasoft, Broadening Its Leadership in Business Spend Management Acquisition will empower businesses to drive greater value across direct and indirect spend

EX-99.1 Exhibit 99.1 Coupa Acquires AI-Powered Supply Chain Design and Planning Leader LLamasoft, Broadening Its Leadership in Business Spend Management Acquisition will empower businesses to drive greater value across direct and indirect spend SAN MATEO, Calif., November 2, 2020 – Coupa Software (NASDAQ: COUP), a leader in Business Spend Management (BSM), announced today that it has acquired LLam

November 2, 2020 EX-2.2

Registration Rights Agreement, dated November 2, 2020, by and among Coupa Software Incorporated and certain equityholders of Laurel Parent Holdings, Inc.

EX-2.2 Exhibit 2.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 2, 2020, by and among Coupa Software Incorporated, a Delaware corporation (“Parent”), TPG VII Laurel Holdings, L.P. (“TPG”), the entities affiliated with The Goldman Sachs Group, Inc. identified in the signature pages hereto (collectively, “GS”), MK Capital II, LP (

November 2, 2020 424B7

Subject to Completion Preliminary Prospectus Supplement dated November 2, 2020

FILED PURSUANT TO RULE 424(B)(7) Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No.

November 2, 2020 EX-2.1

Agreement and Plan of Merger and Reorganization, dated November 2, 2020, by and among Coupa Software Incorporated, Lloyd Merger Sub, Inc., Lloyd Merger Sub, LLC, Laurel Parent Holdings, Inc. and TPG VII Laurel Holdings, L.P., as stockholder representative.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG COUPA SOFTWARE INCORPORATED LLOYD MERGER SUB, INC. LLOYD MERGER SUB, LLC LAUREL PARENT HOLDINGS, INC. AND TPG VII LAUREL HOLDINGS, L.P. AS STOCKHOLDER REPRESENTATIVE November 2, 2020 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 1.1 The Mergers 2 1.2 Closing and Effective Times 2 1.3 Effect of the Mergers 3 1.4 Organi

October 6, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commis

September 8, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name of R

September 8, 2020 EX-99.1

Coupa Software Reports Second Quarter Fiscal 2021 Financial Results Record Quarterly Revenues of $125.9 Million Record Trailing Twelve Months Revenues of $458.4 Million Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $23.4 Million and

EX-99.1 2 d62699dex991.htm EX-99.1 Exhibit 99.1 Coupa Software Reports Second Quarter Fiscal 2021 Financial Results Record Quarterly Revenues of $125.9 Million Record Trailing Twelve Months Revenues of $458.4 Million Quarterly Operating Cash Flows and Adjusted Free Cash Flows of $23.4 Million and $35.7 Million, Respectively Trailing Twelve Months Operating Cash Flows and Adjusted Free Cash Flows o

September 8, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Comm

August 21, 2020 CORRESP

-

August 21, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

July 31, 2020 SC 13G

COUP / Coupa Software Incorporated / LONE PINE CAPITAL LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Coupa Software Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 22266L106 (CUSIP Number) July 21, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant

June 30, 2020 CORRESP

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June 30, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

June 16, 2020 EX-99.2

[Signature Page to Additional Capped Call Confirmation]

EX-99.2 Exhibit 99.2 June 12, 2020 To: Coupa Software Incorporated 1855 South Grant Street San Mateo, CA 94402 Attention: VP & General Counsel Email: [email protected] Telephone No.: (650) 931-3200 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“De

June 16, 2020 EX-99.1

Very truly yours,

EX-99.1 3 d935334dex991.htm EX-99.1 Exhibit 99.1 June 10, 2020 To: Coupa Software Incorporated 1855 South Grant Street San Mateo, CA 94402 Attention: VP & General Counsel Email: [email protected] Telephone No.: (650) 931-3200 Re: Base Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered

June 16, 2020 EX-4.1

Indenture (including form of Note) with respect to the Company’s 0.375% Convertible Senior Notes due 2026, dated as of June 15, 2020,

EX-4.1 Exhibit 4.1 COUPA SOFTWARE INCORPORATED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 15, 2020 0.375% Convertible Senior Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Am

June 16, 2020 EX-99.3

Coupa Announces Closing of $1.2 Billion Convertible Senior Notes Due 2026 and Full Exercise of Initial Purchasers’ $180 Million Option to Purchase Additional Notes

EX-99.3 Exhibit 99.3 Coupa Announces Closing of $1.2 Billion Convertible Senior Notes Due 2026 and Full Exercise of Initial Purchasers’ $180 Million Option to Purchase Additional Notes SAN MATEO, Calif., June 15, 2020 – Coupa Software (NASDAQ: COUP) today announced that it has closed its offering of convertible senior notes due 2026 (the “notes”) for gross proceeds of $1.38 billion. The proceeds i

June 16, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commissi

June 15, 2020 S-3ASR

- S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 15, 2020 Registration No.

June 11, 2020 EX-99.2

Coupa Prices Upsized Offering of $1.2 Billion Convertible Senior Notes Due 2026

EX-99.2 Exhibit 99.2 Coupa Prices Upsized Offering of $1.2 Billion Convertible Senior Notes Due 2026 SAN MATEO, Calif., June 11, 2020 – Coupa Software (NASDAQ: COUP) today announced that it has priced $1.2 billion aggregate principal amount of convertible senior notes due 2026 (the “notes”). The principal amount of the offering was increased from the previously announced offering size of $1.1 bill

June 11, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commissio

June 11, 2020 EX-99.1

Coupa to Offer $1.1 Billion Convertible Senior Notes Due 2026

EX-99.1 Exhibit 99.1 Coupa to Offer $1.1 Billion Convertible Senior Notes Due 2026 SAN MATEO, Calif., June 9, 2020 – Coupa Software (NASDAQ: COUP) today announced that it proposes to offer $1.1 billion aggregate principal amount of convertible senior notes due 2026 (the “notes”), subject to market conditions and other factors. The notes are to be offered and sold only to persons reasonably believe

June 8, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction (Commission (IRS Employer of

June 8, 2020 EX-99.1

Coupa Software Reports First Quarter Fiscal 2021 Financial Results Record Quarterly Revenues of $119.2 Million, Up 47% Year-Over-Year Record Quarterly Subscription Revenues of $105.7 Million, Up 45% Year-Over-Year Operating Cash Flows of $15.4 millio

EX-99.1 Exhibit 99.1 Coupa Software Reports First Quarter Fiscal 2021 Financial Results Record Quarterly Revenues of $119.2 Million, Up 47% Year-Over-Year Record Quarterly Subscription Revenues of $105.7 Million, Up 45% Year-Over-Year Operating Cash Flows of $15.4 million, TTM Operating Cash flows of $64.8 million SAN MATEO, Calif., June 8, 2020 – Coupa Software (NASDAQ: COUP) today announced fina

June 8, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name of

May 29, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction (Commission (IRS Employer of

April 10, 2020 DEFA14A

COUP / Coupa Software Incorporated DEFA14A - - DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 10, 2020 DEF 14A

Schedule 14A

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 20, 2020 S-8

COUP / Coupa Software Incorporated S-8 - - S-8

S-8 As filed with the Securities and Exchange Commission on March 20, 2020 Registration No.

March 20, 2020 EX-21.1

List of Subsidiaries of Registrant

Exhibit 21.1 Subsidiaries as of January 31, 2020* Name Jurisdiction of Incorporation or Organization Coupa Deutschland GmbH Germany Coupa Operations, Inc. Delaware Coupa Operations, S de R.L. de C.V. Mexico Coupa Serviços Em Tecnologia Da Informação E Marketing Promocional Ltda. Brazil Coupa Software Australia Pty Ltd. Australia Coupa Software Canada Inc. Canada Coupa Software DMCC United Arab Emi

March 20, 2020 10-K

COUP / Coupa Software Incorporated 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37901 COUPA SOFTWARE I

March 20, 2020 EX-4.5

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of Coupa Software Incorporated (“us,” “our,” “we” or the “Company”) is a summary of the rights of our capital stock and summarizes certain provisions of our amended and restated certificate of incorporation and our amended and re

March 16, 2020 EX-99.1

Coupa Software Reports Fourth Quarter & Full Year Fiscal 2020 Financial Results Record Annual Revenues of $389.7 Million, Up 50% Year-Over-Year Annual Calculated Billings of $468.9 Million, Up 49% Year-Over-Year Record Annual Operating Cash Flows of

EX-99.1 Exhibit 99.1 Coupa Software Reports Fourth Quarter & Full Year Fiscal 2020 Financial Results Record Annual Revenues of $389.7 Million, Up 50% Year-Over-Year Annual Calculated Billings of $468.9 Million, Up 49% Year-Over-Year Record Annual Operating Cash Flows of $68.2 Million SAN MATEO, Calif., March 16, 2020 – Coupa Software (NASDAQ: COUP) today announced financial results for its fourth

March 16, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commiss

February 14, 2020 SC 13G/A

COUP / Coupa Software Incorporated / Whale Rock Capital Management LLC - SC 13G/A Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Coupa Software Inc (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 22266L106 (CUSIP Number) Whale Rock Capital Management LLC 2 International Place, 24th Floor Boston, MA 02110 (617) 502-9909 (Name, Address an

February 12, 2020 SC 13G/A

COUP / Coupa Software Incorporated / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Coupa Software Inc Title of Class of Securities: Common Stock CUSIP Number: 22266L106 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

January 29, 2020 SC 13G

COUP / Coupa Software Incorporated / PRUDENTIAL FINANCIAL INC Passive Investment

13G HTML File DOCUMENT TYPE SC 13G TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 3, 2019 EX-10.4

Amended and Restated Severance and Change of Control Agreement, dated September 30, 2019, between the Company and Todd Ford

Exhibit 10.4 COUPA SOFTWARE INCORPORATED AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amended and Restated Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Todd Ford (the “Executive”) and Coupa Software Incorporated, a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below. This Agreement

December 3, 2019 EX-10.2

Amended and Restated Severance and Change of Control Agreement, dated September 27, 2019, between the Company and Mark Riggs

Exhibit 10.2 COUPA SOFTWARE INCORPORATED AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amended and Restated Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Mark Riggs (the “Executive”) and Coupa Software Incorporated, a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below. This Agreemen

December 3, 2019 EX-10.1

Amended and Restated Severance and Change of Control Agreement, dated September 24, 2019, between the Company and Rob Bernshteyn

Exhibit 10.1 COUPA SOFTWARE INCORPORATED AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amended and Restated Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Rob Bernshteyn (the “Executive”) and Coupa Software Incorporated, a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below. This Agre

December 3, 2019 10-Q

COUP / Coupa Software Incorporated 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name o

December 3, 2019 EX-10.3

Amended and Restated Severance and Change of Control Agreement, dated September 28, 2019, between the Company and Steve Winter

EX-10.3 4 coup-ex10313.htm EX-10.3 Exhibit 10.3 COUPA SOFTWARE INCORPORATED AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amended and Restated Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Steve Winter (the “Executive”) and Coupa Software Incorporated, a Delaware corporation (the “Company”), effective as of the date specif

December 2, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2019 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

December 2, 2019 EX-99.1

Coupa Software Reports Financial Results for the Third Quarter of Fiscal 2020 Record Quarterly Revenues of $101.8 Million, Up 51% Year-Over-Year Quarterly Calculated Billings of $105.4 Million, Up 54% Year-Over-Year Record Quarterly Operating Cash Fl

EX-99.1 Exhibit 99.1 Coupa Software Reports Financial Results for the Third Quarter of Fiscal 2020 Record Quarterly Revenues of $101.8 Million, Up 51% Year-Over-Year Quarterly Calculated Billings of $105.4 Million, Up 54% Year-Over-Year Record Quarterly Operating Cash Flows of $25.8 Million SAN MATEO, Calif., December 2, 2019 – Coupa Software (NASDAQ: COUP) today announced financial results for it

September 5, 2019 10-Q

COUP / Coupa Software Incorporated 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name of R

September 3, 2019 EX-99.1

Coupa Software Reports Financial Results For the Second Quarter of Fiscal 2020 Record Quarterly Revenues of $95.1 Million, Up 54% Year-Over-Year Quarterly Calculated Billings of $107.7 Million, Up 57% Year-Over-Year Cumulative Spend Under Management

EX-99.1 Exhibit 99.1 Coupa Software Reports Financial Results For the Second Quarter of Fiscal 2020 Record Quarterly Revenues of $95.1 Million, Up 54% Year-Over-Year Quarterly Calculated Billings of $107.7 Million, Up 57% Year-Over-Year Cumulative Spend Under Management Surpasses $1.3 Trillion SAN MATEO, Calif., September 3, 2019 – Coupa Software (NASDAQ: COUP) today announced financial results fo

September 3, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2019 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (

July 17, 2019 EX-99.1

Exari Group, Inc. Consolidated Balance Sheet December 31, 2018 Assets Current assets: Cash and cash equivalents $ 9,532,065 Accounts receivable, net 10,456,598 Prepaid expenses and other current assets 2,002,697 Total current assets 21,991,360 Proper

EX-99.1 Exhibit 99.1 Exari Group, Inc. Consolidated Financial Statements Year Ended December 31, 2018 Table of Contents Independent Auditors’ Report 1-2 Consolidated Financial Statements: Consolidated Balance Sheet 3 Consolidated Statement of Comprehensive Loss 4 Consolidated Statement of Changes in Stockholders’ Deficit 5 Consolidated Statement of Cash Flows 6 Notes to Consolidated Financial Stat

July 17, 2019 8-K/A

Financial Statements and Exhibits

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2019 Coupa Software Incorporated (Exact name of Registrant as Specified in Its Charter) Delaware 001-37901 20-4429448 (State or Other Jurisdiction of Incorporation) (Co

July 17, 2019 EX-99.2

Exari Group, Inc. Condensed Consolidated Balance Sheets (Unaudited) March 31, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 12,354,622 $ 9,532,065 Accounts receivable, net 6,914,774 10,456,598 Prepaid expenses and other cu

EX-99.2 Exhibit 99.2 Exari Group, Inc. Condensed Consolidated Financial Statements (Unaudited) As of March 31, 2019 and for the Three Months Ended March 31, 2019 and 2018 Table of Contents Unaudited Condensed Consolidated Financial Statements: Unaudited Condensed Consolidated Balance Sheets 3 Unaudited Condensed Consolidated Statements of Comprehensive Loss 4 Unaudited Condensed Consolidated State

June 11, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2019 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (

June 11, 2019 EX-99.2

[Signature Page to Additional Capped Call Confirmation]

EX-99.2 Exhibit 99.2 [Dealer address] June 7, 2019 To: Coupa Software Incorporated 1855 South Grant Street San Mateo, CA 94402 Attention: VP & General Counsel Email: [email protected] Telephone No.: (650) 931-3200 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into

June 11, 2019 EX-4.1

Indenture (including form of Note) with respect to the Company’s 0.125% Convertible Senior Notes due 2025, dated as of June 11, 2019, between the Registrant and Wilmington Trust, National Association, as trustee.

EX-4.1 Exhibit 4.1 COUPA SOFTWARE INCORPORATED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 11, 2019 0.125% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 1 Section 1.02 . References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 . Designation and

June 11, 2019 EX-99.4

Coupa Announces Closing of $700 Million Convertible Senior Notes Due 2025 and Full Exercise of Initial Purchasers’ $105 Million Option to Purchase Additional

EX-99.4 Exhibit 99.4 Coupa Announces Closing of $700 Million Convertible Senior Notes Due 2025 and Full Exercise of Initial Purchasers’ $105 Million Option to Purchase Additional Notes SAN MATEO, Calif., June 11, 2019 – Coupa Software (NASDAQ: COUP) today announced that it has closed its offering of convertible senior notes due 2025 (the “notes”) for gross proceeds of $805.0 million. The proceeds

June 11, 2019 EX-99.3

[Remainder of page left blank intentionally.]

EX-99.3 Exhibit 99.3 [Dealer address] June 6, 2019 To: Coupa Software Incorporated 1855 South Grant Street San Mateo, CA 94402 Attention: VP & General Counsel Email: [email protected] Telephone No.: (650) 931-3200 Re: [Base][Additional] Call Option Transaction Reference is made to the letter agreement, dated as of January [11][16], 2018, confirming the terms and conditions of that certain [ba

June 11, 2019 EX-99.1

[Signature Page to Base Capped Call Confirmation]

EX-99.1 Exhibit 99.1 [Dealer address] June 6, 2019 To: Coupa Software Incorporated 1855 South Grant Street San Mateo, CA 94402 Attention: VP & General Counsel Email: [email protected] Telephone No.: (650) 931-3200 Re: Base Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into betwee

June 7, 2019 EX-99.1

Coupa Prices $700 Million Convertible Senior Notes Due 2025

EX-99.1 Exhibit 99.1 Coupa Prices $700 Million Convertible Senior Notes Due 2025 SAN MATEO, Calif., June 6, 2019 – Coupa Software (NASDAQ: COUP) today announced that it has priced $700 million aggregate principal amount of convertible senior notes due 2025 (the “notes”). The notes will be sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Cou

June 7, 2019 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2019 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

June 4, 2019 10-Q

COUP / Coupa Software Incorporated 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name of

June 3, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2019 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (

June 3, 2019 EX-99.1

Coupa Software Reports Financial Results For the First Quarter of Fiscal 2020 Record Quarterly Revenues of $81.3 Million, Up 44% Year-Over-Year Quarterly Subscription Revenues of $73.0 Million, Up 46% Year-Over-Year Quarterly Calculated Billings of $

EX-99.1 2 d757014dex991.htm EX-99.1 Exhibit 99.1 Coupa Software Reports Financial Results For the First Quarter of Fiscal 2020 Record Quarterly Revenues of $81.3 Million, Up 44% Year-Over-Year Quarterly Subscription Revenues of $73.0 Million, Up 46% Year-Over-Year Quarterly Calculated Billings of $75.1 Million, Up 50% Year-Over-Year SAN MATEO, Calif., June 3, 2019 – Coupa Software (NASDAQ: COUP) t

May 29, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2019 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

May 16, 2019 DEFA14A

COUP / Coupa Software Incorporated DEFA14A DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 7, 2019 EX-99.1

Coupa Completes Acquisition of Contract Lifecycle Management Leader Exari

EX-99.1 Exhibit 99.1 Coupa Completes Acquisition of Contract Lifecycle Management Leader Exari SAN MATEO, Calif., May 7, 2019 – Coupa Software (NASDAQ: COUP), a leader in business spend management (BSM), announced today that it has completed the acquisition of Exari, a leading provider of contract lifecycle management (CLM). The acquisition extends the Coupa Contract Management solution with advan

May 7, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2019 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commis

April 16, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2019 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Com

April 16, 2019 EX-99.1

Coupa Announces Intent to Acquire Contract Lifecycle Management Leader Exari Acquisition will extend Coupa’s leadership in business spend management by unifying an advanced CLM solution with core transactional spend

EX-99.1 Exhibit 99.1 Coupa Announces Intent to Acquire Contract Lifecycle Management Leader Exari Acquisition will extend Coupa’s leadership in business spend management by unifying an advanced CLM solution with core transactional spend SAN MATEO, Calif., April 16, 2019 – Coupa Software (NASDAQ: COUP), a leader in business spend management (BSM), announced today that it has entered into an agreeme

April 16, 2019 EX-2.1

Agreement and Plan of Merger by and among the Company, Epic Merger Sub, Inc., Exari Group, Inc., and Beacon Equity Partners, LLC as stockholder representative.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG COUPA SOFTWARE INCORPORATED EPIC MERGER SUB, INC. EXARI GROUP, INC. AND BEACON EQUITY PARTNERS, LLC AS STOCKHOLDER REPRESENTATIVE APRIL 12, 2019 TABLE OF CONTENTS Page Article I THE MERGER 3 1.1 The Merger 3 1.2 Closing and Effective Time 4 1.3 Effect of the Merger 4 1.4 Organizational Documents 4 1.5 Directors and Officers 4 1.6 Effect

April 12, 2019 DEFA14A

COUP / Coupa Software Incorporated DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 12, 2019 DEF 14A

COUP / Coupa Software Incorporated DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 27, 2019 S-8

COUP / Coupa Software Incorporated S-8

S-8 As filed with the Securities and Exchange Commission on March 27, 2019 Registration No.

March 27, 2019 EX-21.1

List of Subsidiaries of Registrant.

Exhibit 21.1 Subsidiaries as of January 31, 2019* Name Jurisdiction of Incorporation or Organization 8.5x14 Media Corp. Canada Coupa Deutschland GmbH Germany Coupa Operations, Inc. Delaware Coupa Operations, S de R.L. de C.V. Mexico Coupa Serviços Em Tecnologia Da Informação E Marketing Promocional Ltda. Brazil Coupa Software Australia Pty Ltd. Australia Coupa Software Godo Kaisha Japan Coupa Soft

March 27, 2019 10-K

COUP / Coupa Software Incorporated 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37901 COUPA SOFTWARE I

March 27, 2019 EX-10.8

Offer Letter, dated September 27, 2017, and Severance and Change in Control Agreement, between the Registrant and Mark Riggs.

Exhibit 10.8 September 27th, 2017 Mark Riggs Dear Mark, On behalf of Coupa Software Incorporated (the “Company” or “Coupa”), I am pleased to offer you employment with the Company on the following terms: 1.Position/Start Date. You will serve as CCO (Chief Customer Officer) working out of our San Mateo office and reporting to Rob Bernshteyn, Chief Executive Officer. Your start date will be mutually

March 11, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2019 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Com

March 11, 2019 EX-99.1

Coupa Software Reports Fourth Quarter & Full Year Fiscal 2019 Financial Results Record Annual Revenues of $260 Million, with Annual Subscription Revenues up 42% Record Annual Free Cash Flows of $30 Million, 11.5% of Total Revenues

EX-99.1 Exhibit 99.1 Coupa Software Reports Fourth Quarter & Full Year Fiscal 2019 Financial Results Record Annual Revenues of $260 Million, with Annual Subscription Revenues up 42% Record Annual Free Cash Flows of $30 Million, 11.5% of Total Revenues SAN MATEO, Calif., March 11, 2019 – Coupa Software (NASDAQ: COUP) today announced financial results for the fourth quarter and fiscal year ended Jan

February 21, 2019 EX-99.1

Hiperos, LLC Consolidated Financial Statements Year Ended December 31, 2017 Report of Independent Auditors 1 Consolidated Balance Sheet 2 Consolidated Statement of Comprehensive Loss 3 Consolidated Statement of Members’ Equity 4 Consolidated Statemen

EX-99.1 Exhibit 99.1 CONSOLIDATED FINANCIAL STATEMENTS Hiperos, LLC Year Ended December 31, 2017 With Report of Independent Auditors Hiperos, LLC Consolidated Financial Statements Year Ended December 31, 2017 Contents Report of Independent Auditors 1 Consolidated Balance Sheet 2 Consolidated Statement of Comprehensive Loss 3 Consolidated Statement of Members’ Equity 4 Consolidated Statement of Cas

February 21, 2019 EX-99.2

Hiperos, LLC Condensed Consolidated Financial Statements (Unaudited) As of September 30, 2018, and for the nine months ended September 30, 2018 and 2017 Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Comprehensive Loss 2

EX-99.2 4 d679814dex992.htm EX-99.2 Exhibit 99.2 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Hiperos, LLC As of September 30, 2018, and for the nine months ended September 30, 2018 and 2017 Hiperos, LLC Condensed Consolidated Financial Statements (Unaudited) As of September 30, 2018, and for the nine months ended September 30, 2018 and 2017 Contents Condensed Consolidated Balance Sheet

February 21, 2019 EX-99.3

COUPA SOFTWARE INCORPORATED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 COUPA SOFTWARE INCORPORATED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 7, 2018 (“Closing Date”), Coupa Software Incorporated (“Coupa” or the “Company”) acquired all the outstanding equity securities of Hiperos, LLC, a Delaware limited liability company, and GTCR/Opus Blocker Corp., a Delaware corporation, (together herein referred to as “Hiperos”)

February 21, 2019 8-K/A

Financial Statements and Exhibits

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2018 Coupa Software Incorporated (Exact name of Registrant as Specified in Its Charter) Delaware 001-37901 20-4429448 (State or Other Jurisdiction of Incorporation

February 14, 2019 SC 13G/A

COUP / Coupa Software Incorporated / Sylebra HK Co Ltd - SYLEBRA HK COMPANY LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Coupa Software Incorporated (Name of Issuer) Common Stock (Title of Class of Securities) 22266L106 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 13, 2019 SC 13G/A

COUP / Coupa Software Incorporated / Battery Ventures Viii Lp - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Coupa Software Incorporated (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 22266L106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 11, 2019 SC 13G/A

COUP / Coupa Software Incorporated / VANGUARD GROUP INC Passive Investment

coupasoftwareinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Coupa Software Inc Title of Class of Securities: Common Stock CUSIP Number: 22266L106 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box

February 1, 2019 SC 13G

COUP / Coupa Software Incorporated / Whale Rock Capital Management LLC - SC 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Coupa Software Inc (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 22266L106 (CUSIP Number) Whale Rock Capital Management LLC 2 International Place, 24th Floor Boston, MA 02110 (617) 502-9909 (Name, Address and

February 1, 2019 EX-99

JOINT FILING AGREEMENT

EX-99 2 ex99-1.htm EX-99 Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 1, 2019 is by and among Whale Rock Capital Management LLC and Alexander Sacerdote (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Common Stoc

December 10, 2018 EX-2.1

Purchase Agreement, dated December 4, 2018, by and among Coupa Software Incorporated, Hiperos, LLC, GTCR/Opus Blocker Corp., GTCR Fund X/C LP, GTCR/Opus Splitter LP, and Opus Global Holdings, LLC.

EX-2.1 Exhibit 2.1 PURCHASE AGREEMENT BY AND AMONG COUPA SOFTWARE INCORPORATED, HIPEROS, LLC, GTCR/OPUS BLOCKER CORP., GTCR FUND X/C LP, GTCR/OPUS SPLITTER LP AND OPUS GLOBAL HOLDINGS, LLC DECEMBER 4, 2018 TABLE OF CONTENTS PAGE ARTICLE 1 Certain Definitions 5 ARTICLE 2 The Equity Purchase 15 2.1 Purchase and Sale of Equity 15 2.2 Consideration 15 2.3 Indemnification Escrow 15 2.4 Adjustment Sprea

December 10, 2018 EX-99.1

Coupa Acquires Leading Third-Party Risk Management Provider Hiperos Acquisition extends the company’s leadership in business spend management, empowering businesses to further protect their brand and bottom line

EX-99.1 Exhibit 99.1 Coupa Acquires Leading Third-Party Risk Management Provider Hiperos Acquisition extends the company’s leadership in business spend management, empowering businesses to further protect their brand and bottom line SAN MATEO, Calif., December 10, 2018 – Coupa Software (NASDAQ: COUP), a leader in business spend management (BSM), announced today that it acquired Hiperos, a leading

December 10, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2018 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (C

December 10, 2018 10-Q

COUP / Coupa Software Incorporated 10-Q (Quarterly Report)

• F10% • xx UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (

December 3, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2018 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (C

December 3, 2018 EX-99.1

Coupa Software Reports Financial Results for the Third Quarter of Fiscal 2019 Record Quarterly Revenues of $67.5 Million, Up 42% Year-Over-Year Cumulative Spend Under Management Surpasses $940 Billion

EX-99.1 Exhibit 99.1 Coupa Software Reports Financial Results for the Third Quarter of Fiscal 2019 Record Quarterly Revenues of $67.5 Million, Up 42% Year-Over-Year Cumulative Spend Under Management Surpasses $940 Billion SAN MATEO, Calif., December 3, 2018 – Coupa Software (NASDAQ: COUP) today announced financial results for its third fiscal quarter ended October 31, 2018. “We continue to extend

September 6, 2018 10-Q

COUP / Coupa Software Incorporated 10-Q (Quarterly Report)

• F10% • xx UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exa

September 6, 2018 EX-10.1

Compensation Program for Non-Employee Directors.

Exhibit 10.1 Coupa Software Incorporated Compensation Program for Non-Employee Directors (Last Revised: August 23, 2018) A. Cash Compensation 1. Non-employee directors (“Outside Directors”) will receive the following cash retainers, paid quarterly in arrears, for their service on the Board of Directors (the “Board”) and its committees: Board service $30,000 plus (as applicable): Lead Director $16,

September 4, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2018 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (

September 4, 2018 EX-99.1

Coupa Software Reports Financial Results for the Second Quarter of Fiscal 2019 Record Quarterly Revenues of $61.7 million, Up 38% Year-Over-Year and Free Cash Flows of $9.0 million Cumulative Spend Under Management Surpasses $840 Billion

EX-99.1 Exhibit 99.1 Coupa Software Reports Financial Results for the Second Quarter of Fiscal 2019 Record Quarterly Revenues of $61.7 million, Up 38% Year-Over-Year and Free Cash Flows of $9.0 million Cumulative Spend Under Management Surpasses $840 Billion SAN MATEO, Calif., September 4, 2018 – Coupa Software (NASDAQ: COUP), a leader in business spend management (BSM), today announced financial

June 6, 2018 10-Q

COUP / Coupa Software Incorporated 10-Q (Quarterly Report)

• F10% • xx UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Ex

June 4, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2018 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (

June 4, 2018 EX-99.1

Coupa Software Reports Financial Results for the First Quarter of Fiscal 2019 Record Quarterly Revenues of $56.4 million and Free Cash Flows of $11.5 million Cumulative Spend Under Management Surpasses $745 Billion

EX-99.1 Exhibit 99.1 Coupa Software Reports Financial Results for the First Quarter of Fiscal 2019 Record Quarterly Revenues of $56.4 million and Free Cash Flows of $11.5 million Cumulative Spend Under Management Surpasses $745 Billion SAN MATEO, Calif., June 4, 2018 – Coupa Software (NASDAQ: COUP), a leader in business spend management (BSM), today announced financial results for its first fiscal

May 24, 2018 8-K

Submission of Matters to a Vote of Security Holders

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2018 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (

May 15, 2018 DEFA14A

COUP / Coupa Software Incorporated DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 12, 2018 DEFA14A

COUP / Coupa Software Incorporated DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 12, 2018 DEF 14A

COUP / Coupa Software Incorporated DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 28, 2018 S-8

COUP / Coupa Software Incorporated S-8

S-8 As filed with the Securities and Exchange Commission on March 28, 2018 Registration No.

March 28, 2018 10-K

COUP / Coupa Software Incorporated 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37901 COUPA SOFTWARE I

March 28, 2018 EX-10.14

Form of Director Confidentiality Agreement.

Exhibit 10.14 Coupa Software Incorporated Director Confidentiality Agreement This Director Confidentiality Agreement (“Agreement”) is made by and between Coupa Software Incorporated, a Delaware corporation (the “Company”), and the undersigned member of the Board of Directors (the “Board”) of the Company (the “Director”), as of the date indicated below. Recitals WHEREAS, the Company and the Board b

March 12, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2018 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation)

March 12, 2018 EX-99.1

Coupa Software Reports Fourth Quarter & Full Year Fiscal 2018 Financial Results Record Quarterly Revenues of $53.8 million, up 41% year over year Cumulative Spend Under Management Reaches $680 Billion

EX-99.1 Exhibit 99.1 Coupa Software Reports Fourth Quarter & Full Year Fiscal 2018 Financial Results Record Quarterly Revenues of $53.8 million, up 41% year over year Cumulative Spend Under Management Reaches $680 Billion SAN MATEO, Calif., March 12, 2018 – Coupa Software (NASDAQ: COUP), a leader in business spend management (BSM), today announced its financial results for the fourth quarter and f

February 20, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2018 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (

February 15, 2018 SC 13G

COUP / Coupa Software Incorporated / Sylebra HK Co Ltd - SYLEBRA HK COMPANY LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Coupa Software Incorporated (Name of Issuer) Common Stock (Title of Class of Securities) 22266L106 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

February 14, 2018 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2018 SC 13G/A

COUP / Coupa Software Incorporated / Bluerun Ventures L P - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1) * Coupa Software Incorporated (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 22266L106 (CUSIP Number) December 31, 2017 (Date of

February 13, 2018 EX-99.A

JOINT FILING AGREEMENT

EX-99.A 2 a18-59731ex99da.htm EX-A Exhibit A EXHIBIT A JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Coupa Software Incorporated is filed on behalf of each of us. Dated: February 13, 2018 EL DORADO VENTURES VII, L.P. RALLY VENTURES FUND I, L.P. By: El Dorado Venture Partners VII, L

February 13, 2018 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 12, 2018 SC 13G/A

COUP / Coupa Software Incorporated / CROSSLINK CAPITAL INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Coupa Software Incorporated (Name of Issuer) common stock (Title of Class of Securities) 22266L106 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 8, 2018 SC 13G

COUP / Coupa Software Incorporated / VANGUARD GROUP INC Passive Investment

coupasoftwareinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Coupa Software Inc Title of Class of Securities: Common Stock CUSIP Number: 22266L106 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box

January 18, 2018 EX-4.1

Indenture dated as of January 17, 2018, between the Company and Wilmington Trust, National Association, as trustee.

EX-4.1 2 d528377dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION COUPA SOFTWARE INCORPORATED. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 17, 2018 0.375% Convertible Senior Notes due 2023 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EX

January 18, 2018 EX-99.1

2 Option Entitlement: A number equal to the product of the Applicable Percentage and 22.4685. Strike Price: USD 44.5068 Cap Price: USD 63.8210 Premium: USD Premium Payment Date: January 17, 2018 Exchange: The NASDAQ Global Select Market Related Excha

Exhibit 99.1 Dealer Name and Address: January 11, 2018 To: Coupa Software Incorporated 1855 South Grant Street San Mateo, CA 94402 Attention: Email: Telephone No.: Re: Base Call Option Transaction The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the call option transaction entered into between (?Dealer?) and Coupa Software Incorporated (?Counterp

January 18, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2018 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

January 18, 2018 EX-99.2

[Signature Page to Additional Capped Call Confirmation]

Exhibit 99.2 Dealer Name and Address: January 16, 2018 To: Coupa Software Incorporated 1855 South Grant Street San Mateo, CA 94402 Attention: Email: Telephone No.: Re: Additional Call Option Transaction The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the call option transaction entered into between (?Dealer?) and Coupa Software Incorporated (?Co

January 18, 2018 EX-99.3

Coupa Announces Closing of $200 Million Convertible Senior Notes Due 2023 and Full Exercise of Initial Purchasers’ $30 Million Option to Purchase Additional Notes

Exhibit 99.3 Coupa Announces Closing of $200 Million Convertible Senior Notes Due 2023 and Full Exercise of Initial Purchasers? $30 Million Option to Purchase Additional Notes SAN MATEO, Calif., January 17, 2018 ? Coupa Software (NASDAQ: COUP) today announced that it has closed its offering of convertible senior notes due 2023 (the ?notes?) for gross proceeds of $230.0 million. The proceeds includ

January 12, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2018 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

January 12, 2018 EX-99.1

Coupa Prices $200 Million Convertible Senior Notes Due 2023

EX-99.1 2 d526273dex991.htm EX-99.1 Exhibit 99.1 Coupa Prices $200 Million Convertible Senior Notes Due 2023 SAN MATEO, Calif., January 11, 2018 – Coupa Software (NASDAQ: COUP) today announced that it has priced $200 million aggregate principal amount of convertible senior notes due 2023 (the “notes”). The notes will be sold to qualified institutional buyers pursuant to Rule 144A under the Securit

January 10, 2018 EX-99.1

Coupa to Offer $200 Million Convertible Senior Notes Due 2023

EX-99.1 2 d526249dex991.htm EX-99.1 Exhibit 99.1 Coupa to Offer $200 Million Convertible Senior Notes Due 2023 SAN MATEO, Calif., January 10, 2018 – Coupa Software (NASDAQ: COUP) today announced that it proposes to offer $200 million aggregate principal amount of convertible senior notes due 2023 (the “notes”), subject to market conditions and other factors. The notes are to be offered and sold to

January 10, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2018 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

December 7, 2017 10-Q

COUP / Coupa Software Incorporated 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name o

December 4, 2017 EX-99.1

Coupa Software Reports Financial Results for the Third Quarter of Fiscal 2018 Record Quarterly Revenues of $47.3 Million, Year-to-Date Operating Cash Flows of $21.5 Million

EX-99.1 2 d499839dex991.htm EX-99.1 Exhibit 99.1 Coupa Software Reports Financial Results for the Third Quarter of Fiscal 2018 Record Quarterly Revenues of $47.3 Million, Year-to-Date Operating Cash Flows of $21.5 Million SAN MATEO, Calif., December 4, 2017 – Coupa Software (NASDAQ: COUP), a leader in cloud-based spend management, today announced its financial results for the third quarter of fisc

December 4, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2017 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commi

September 8, 2017 10-Q

COUP / Coupa Software Incorporated 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name of R

September 8, 2017 EX-10.1

Third Amendment, dated May 1, 2017, to the Lease Agreement by and between the Registrant and BCSP Crossroads Property LLC.

Exhibit 10.1 THIRD AMENDMENT TO OFFICE LEASE This THIRD AMENDMENT TO OFFICE LEASE ("Third Amendment") is made and entered into as of April 26, 2017, by and between BCSP CROSSROADS PROPERTY LLC, a Delaware limited liability company ("Landlord"), and COUPA SOFTWARE INCORPORATED, a Delaware corporation ("Tenant"). R E C I T A L S : A.Landlord, as successor in interest to Crossroads Associates, and Te

September 5, 2017 EX-99.1

Coupa Software Reports Financial Results for the Second Quarter of Fiscal 2018 Record Quarterly Revenues of $44.6 Million, First Half Operating Cash Flows of $16.3 Million Cumulative Spend Under Management Surpasses $500 Billion

Exhibit 99.1 Coupa Software Reports Financial Results for the Second Quarter of Fiscal 2018 Record Quarterly Revenues of $44.6 Million, First Half Operating Cash Flows of $16.3 Million Cumulative Spend Under Management Surpasses $500 Billion SAN MATEO, Calif., September 5, 2017 ? Coupa Software (NASDAQ: COUP), a leader in cloud-based spend management, today announced its financial results for the

September 5, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2017 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Comm

August 10, 2017 SC 13G/A

COUP / Coupa Software Incorporated / PRICE T ROWE ASSOCIATES INC /MD/ - COUP AS OF 07/31/2017 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) COUPA SOFTWARE INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 22266L106 (CUSIP Number) July 31, 2017 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is fi

June 9, 2017 10-Q

COUP / Coupa Software Incorporated 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37901 COUPA SOFTWARE INCORPORATED (Exact name of

June 5, 2017 EX-99.1

Coupa Software Reports Financial Results for the First Quarter of Fiscal 2018 Record Quarterly Revenue of $41.1 Million Cumulative Spend Under Management Surpasses $420 Billion

Exhibit 99.1 Coupa Software Reports Financial Results for the First Quarter of Fiscal 2018 Record Quarterly Revenue of $41.1 Million Cumulative Spend Under Management Surpasses $420 Billion SAN MATEO, Calif., June 5, 2017 ? Coupa Software (NASDAQ: COUP), a leader in cloud-based spend management, today announced its financial results for the first quarter of fiscal 2018, as follows: ? Revenues: Tot

June 5, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2017 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commissio

May 23, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2017 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commissio

May 19, 2017 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2017 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commissio

May 10, 2017 SC 13G/A

COUP / Coupa Software Incorporated / PRICE T ROWE ASSOCIATES INC /MD/ - COUP AS OF 04/30/2017 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) COUPA SOFTWARE INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 22266L106 (CUSIP Number) April 30, 2017 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is f

May 9, 2017 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 3, 2017 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2017 Coupa Software Incorporated (Exact name of registrant as specified in its charter) Delaware 001-37901 20-4429448 (State or other jurisdiction of incorporation) (Commission

April 12, 2017 424B4

4,407,029 Shares COMMON STOCK

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-217105 Registration No. 333-217258 PROSPECTUS Issued April 11, 2017 4,407,029 Shares COMMON STOCK Coupa Software Incorporated is offering 298,564 shares of its common stock and the selling stockholders identified in this prospectus are offering 4,108,465 shares of common stock. We will not receive any proceeds from the sale of

April 11, 2017 S-1MEF

As filed with the Securities and Exchange Commission on April 11, 2017.

Table of Contents As filed with the Securities and Exchange Commission on April 11, 2017.

April 11, 2017 CORRESP

[Signature Page Follows]

April 11, 2017 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Ivan Griswold Re: Coupa Software Incorporated Registration Statement on Form S-1 (File No. 333-217105) Request for Acceleration of Effective Date Dear Mr. Griswold: Pursuant to Rule 461 under the Securities Act of 1933, as amended

April 10, 2017 CORRESP

[Signature Page to Underwriters’ Acceleration Request]

Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 April 10, 2017 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ivan Griswold Re: Coupa Software Incorporated Registration Statement

April 10, 2017 EX-1.1

[●] Shares COUPA SOFTWARE INCORPORATED COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT [●], 2017

Exhibit 1.1 [?] Shares COUPA SOFTWARE INCORPORATED COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT [?], 2017 [?], 2017 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Barclays Capital Inc. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Barclays Capital Inc. 745 Seventh Avenue Ne

April 10, 2017 CORRESP

[Signature Page Follows]

April 10, 2017 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Ivan Griswold Re: Coupa Software Incorporated Registration Statement on Form S-1 (File No. 333-217105) Request for Acceleration of Effective Date Dear Mr. Griswold: Pursuant to Rule 461 under the Securities Act of 1933, as amended

April 10, 2017 EX-4.1.2

Waiver of Notice and Registration Rights and Amendment to Amended and Restated Investors Rights Agreement

EX-4.1.2 3 d332342dex412.htm EX-4.1.2 Exhibit 4.1.2 COUPA SOFTWARE INCORPORATED WAIVER OF NOTICE AND REGISTRATION RIGHTS AND AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT APRIL 8, 2017 This WAIVER OF NOTICE AND REGISTRATION RIGHTS AND AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Waiver”) is entered into by and among Coupa Software Incorporated, a Delaware co

April 10, 2017 S-1/A

As filed with the Securities and Exchange Commission on April 10, 2017.

Table of Contents As filed with the Securities and Exchange Commission on April 10, 2017.

April 7, 2017 EX-2.1

Share purchase agreement dated April 7, 2017

Exhibit 2.1 EXECUTION VERSION Share Purchase Agreement relating to the sale and purchase of the shares in Trade Extensions TradeExt AB Dated 7 April 2017 between THE SELLERS, and THE PURCHASER TABLE OF CONTENTS BACKGROUND 4 1 DEFINITIONS 4 2 SALE AND PURCHASE OF THE SHARES 10 3 PURCHASE PRICE 10 4 CONDITIONS PRECEDENT 13 5 PRE-CLOSING COVENANTS 14 6 CLOSING 16 7 POST-CLOSING OBLIGATIONS 19 8 INVES

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