SEC Form 4: Baratta Maurizio returned 6,807 shares to the company, closing all direct ownership in the company (for tax liability)
$COUP
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Coupa Software Inc [ COUP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/28/2023 | D | 6,807 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 02/17/2023 | A | 12,346 | (3) | (3) | Common Stock | 12,346 | $0.00 | 12,346 | D | ||||
| Restricted Stock Units | (2)(4)(5) | 02/28/2023 | D | 12,346 | (4)(5) | (4)(5) | Common Stock | 12,346 | $81 | 0 | D | ||||
| Restricted Stock Units | (2)(4)(5) | 02/28/2023 | D | 10,834 | (4)(5) | (4)(5) | Common Stock | 10,834 | $81 | 0 | D | ||||
| Restricted Stock Units | (2)(4)(5) | 02/28/2023 | D | 10,041 | (4)(5) | (4)(5) | Common Stock | 10,041 | $81 | 0 | D | ||||
| Restricted Stock Units | (2)(4)(5) | 02/28/2023 | D | 326 | (4)(5) | (4)(5) | Common Stock | 326 | $81 | 0 | D | ||||
| Restricted Stock Units | (2)(4)(5) | 02/28/2023 | D | 2,105 | (4)(5) | (4)(5) | Common Stock | 2,105 | $81 | 0 | D | ||||
| Restricted Stock Units | (2)(4)(5) | 02/28/2023 | D | 76 | (4)(5) | (4)(5) | Common Stock | 76 | $81 | 0 | D | ||||
| Restricted Stock Units | (2)(4)(5) | 02/28/2023 | D | 850 | (4)(5) | (4)(5) | Common Stock | 850 | $81 | 0 | D | ||||
| Restricted Stock Units | (2)(4)(5) | 02/28/2023 | D | 732 | (4)(5) | (4)(5) | Common Stock | 732 | $81 | 0 | D | ||||
| Restricted Stock Units | (2)(4)(5) | 02/28/2023 | D | 213 | (4)(5) | (4)(5) | Common Stock | 213 | $81 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of December 11, 2022 (the "Merger Agreement"), by and among Coupa Holdings, LLC (f/k/a Project CS Parent, LLC) ("Parent"), Project CS Merger Sub, Inc. ("Merger Sub"), and Coupa Software Incorporated (the "Company"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.0001 per share ("Common Stock"), was canceled and automatically converted into the right to receive $81.00 in cash, without interest, less any applicable withholding taxes (the "Merger Consideration"). |
| 2. Restricted stock units ("RSUs") represent a contingent right to receive one share of Common Stock for each RSU. |
| 3. These RSUs would have vested quarterly over a four year period, and the first quarterly vesting date was scheduled to occur on June 20, 2023. |
| 4. Pursuant to the Merger Agreement, at the Effective Time, each RSU that was subject to time-based vesting conditions that was unexpired, unsettled and vested as of immediately prior to the Effective Time (including any RSU that vested automatically as a result of the Merger) (each a "Vested RSU") and a portion of certain RSUs that would have vested on or prior to January 31, 2024 (each a "Deemed Vested RSU") was canceled and converted into the right to receive a cash payment equal to the number of shares of Common Stock subject to such Vested RSU or Deemed Vested RSU as of immediately prior to the Effective Time, multiplied by the Merger Consideration. (Continued in Footnote 4) |
| 5. (Continued from Footnote 3) Pursuant to the Merger Agreement, at the Effective Time, each RSU that remained unexpired, unvested and outstanding as of immediately prior to the Effective Time (other than any Deemed Vested RSU) (each an "Unvested RSU") was canceled and automatically converted into the right to receive a cash payment equal to the number of shares of Common Stock subject to such Unvested RSU as of immediately prior to the Effective Time, multiplied by the Merger Consideration, with such amount to vest and become payable on substantially the same terms and conditions that applied to the Unvested RSU, subject to the Reporting Person's continued service with Parent and its affiliates through the applicable vesting date. |
| Remarks: |
| /s/ Jon Stueve, Authorized Signatory for: Maurizio Baratta | 02/28/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||