BERNSHTEYN ROBERT 4

Accession 0000899243-23-006435

CIK 0001385867other

View on SEC.gov Company Profile

Filed

Feb 27, 7:00 PM ET

Accepted

Feb 28, 5:44 PM ET

Size

44.1 KB

Accession

0000899243-23-006435

Insider Transaction Report

Form 4

Period: 2023-02-28

Coupa Software IncCOUP

BERNSHTEYN ROBERT

DirectorChief Executive Officer10% Owner

Transactions

Disposition to Issuer
Performance Stock Units
2023-02-28$81.00/sh−49,406$4,001,886→ 0 total
→ Common Stock (49,406 underlying)
Disposition to Issuer
Common Stock
2023-02-28−259,300→ 0 total
Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−4,731$383,211→ 0 total
→ Common Stock (4,731 underlying)
Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−13,259$1,073,979→ 0 total
→ Common Stock (13,259 underlying)
Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−14,926$1,209,006→ 0 total
→ Common Stock (14,926 underlying)
Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−73,938$5,988,978→ 0 total
→ Common Stock (73,938 underlying)
Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−390,000$31,590,000→ 0 total
→ Common Stock (390,000 underlying)
Disposition to Issuer
Performance Stock Units
2023-02-28$81.00/sh−40,584$3,287,304→ 0 total
→ Common Stock (40,584 underlying)
Disposition to Issuer
Performance Stock Units
2023-02-28$81.00/sh−91,000$7,371,000→ 0 total
→ Common Stock (91,000 underlying)
Disposition to Issuer
Performance Stock Units
2023-02-28−585,000→ 0 total
→ Common Stock (585,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-02-28$67.96/sh−50,621$3,440,203→ 0 total
Exercise: $13.04→ Common Stock (50,621 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-02-28$67.96/sh−163,238$11,093,654→ 0 total
Exercise: $13.04→ Common Stock (163,238 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-02-28$67.96/sh−163,238$11,093,654→ 0 total
Exercise: $13.04→ Common Stock (163,238 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-02-28$57.30/sh−158,462$9,079,873→ 0 total
Exercise: $23.70→ Common Stock (158,462 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-02-28$32.53/sh−334,742$10,889,157→ 0 total
Exercise: $48.47→ Common Stock (334,742 underlying)
Disposition to Issuer
Stock Option (right to buy)
2023-02-28−56,521→ 0 total
Exercise: $94.47→ Common Stock (56,521 underlying)

Footnotes (8)

[F1]The shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of December 11, 2022 (the "Merger Agreement"), by and among Coupa Holdings, LLC (f/k/a Project CS Parent, LLC) ("Parent"), Project CS Merger Sub, Inc. ("Merger Sub"), and Coupa Software Incorporated (the "Company"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.0001 per share ("Common Stock"), was canceled and automatically converted into the right to receive $81.00 in cash, without interest, less any applicable withholding taxes (the "Merger Consideration").
[F2]Restricted stock units ("RSUs") and performance stock units ("PSUs") represent a contingent right to receive one share of Common Stock for each RSU or PSU, as applicable.
[F3]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)
[F4](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.
[F5]Pursuant to the Merger Agreement, at the Effective Time, each PSU, whether vested or unvested, that was outstanding immediately prior to the Effective Time 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 PSU as of immediately prior to the Effective time (with the number of PSUs determined based on deemed achievement at 100% of target) multiplied by the Merger Consideration.
[F6]Pursuant to the Merger Agreement, at the Effective Time, this PSU was canceled for no consideration in accordance with its terms.
[F7]Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Common Stock (an "Option") that was unexpired, unexercised, vested and outstanding as of immediately prior to the Effective Time (including any Option that vested automatically as a result of the Merger) (each a "Vested Option") was canceled and automatically converted into the right to receive a cash payment, without interest, equal to (x) the number of shares of Common Stock for which such option had not then been exercised multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price of such Vested Option, except that each Vested Option with a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration. (Continued in Footnote 8)
[F8](Continued from Footnote 7) Pursuant to the Merger Agreement, at the Effective Time, each Option that was unexpired, unexercised, unvested and outstanding as of immediately prior to the Effective Time (each an "Unvested Option") was canceled and automatically converted into the right to receive a cash payment, without interest, equal to the number of shares of Common Stock for which such Unvested Option had not then been exercised multiplied by the excess, if any, of the Merger Consideration over the per share exercise price of such Unvested Option, with such amount to vest and become payable on substantially the same terms and conditions that applied to the Unvested Option, subject to the Reporting Person's continued service with Parent and its affiliates through the applicable vesting date, except that each Unvested Option with a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Coupa Software Inc

CIK 0001385867

→

Entity typeother

Related Parties

filerCIK 0001436655

Filing Metadata

Form type: 4
Filed: Feb 27, 7:00 PM ET
Accepted: Feb 28, 5:44 PM ET
Size: 44.1 KB

View on SEC.gov