SEC Form SC 13G/A filed by Coupa Software Incorporated (Amendment)

1	NAMES OF REPORTING PERSONS
	Viking Global Equities II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			55,830*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			55,830*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	55,830*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Item 1(a).

Name of Issuer:

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a).

Name of Person Filing:

Items 2(b).

Address of Principal Business Office or, if none, Residence:

Items 2(c).

Citizenship:

Item 2(d).

Titles of Classes of Securities:

Item 2(e).

CUSIP NUMBER: 22266L106

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Item 4.

Ownership

(a)

Amount beneficially owned: 4,168,030

(b)

Percent of Class: 5.6%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 4,168,030
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 4,168,030

(a)

Amount beneficially owned: 2,791,719

(b)

Percent of Class: 3.7%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 2,791,719
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 2,791,719

(a)

Amount beneficially owned: 55,830

(b)

Percent of Class: 0.1%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 55,830
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 55,830

(a)

Amount beneficially owned: 2,735,889

(b)

Percent of Class: 3.7%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 2,735,889
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 2,735,889

(a)

Amount beneficially owned: 1,041,305

(b)

Percent of Class: 1.4%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 1,041,305
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 1,041,305

(a)

Amount beneficially owned: 1,041,305

(b)

Percent of Class: 1.4%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 1,041,305
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 1,041,305

(a)

Amount beneficially owned: 335,006

(b)

Percent of Class: 0.4%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 335,006
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 335,006

(a)

Amount beneficially owned: 335,006

(b)

Percent of Class: 0.4%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 335,006
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 335,006

(a)

Amount beneficially owned: 335,006

(b)

Percent of Class: 0.4%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 335,006
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 335,006

(a)

Amount beneficially owned: 335,006

(b)

Percent of Class: 0.4%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 335,006
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 335,006

(a)

Amount beneficially owned: 4,168,030

(b)

Percent of Class: 5.6%

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 4,168,030
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 4,168,030

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certification. (if filing pursuant to Rule 13d-1(c))

	By:	/s/ Scott M. Hendler
	Name: Scott M. Hendler on behalf of O. Andreas Halvorsen (1)

	By:	/s/ Scott M. Hendler
	Name: Scott M. Hendler on behalf of David C. Ott (2)

	By:	/s/ Scott M. Hendler
	Name: Scott M. Hendler on behalf of Rose S. Shabet (3)

	By:	/s/ Scott M. Hendler
	Name:	Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
	By:	/s/ Scott M. Hendler
	Name:	Scott M. Hendler on behalf of David C. Ott (2)
	By:	/s/ Scott M. Hendler
	Name:	Scott M. Hendler on behalf of Rose S. Shabet (3)