4//SEC Filing
Baratta Maurizio 4
Accession 0000899243-23-006438
CIK 0001385867other
Filed
Feb 27, 7:00 PM ET
Accepted
Feb 28, 5:46 PM ET
Size
30.3 KB
Accession
0000899243-23-006438
Insider Transaction Report
Form 4
Baratta Maurizio
Chief Accounting Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−10,834$877,554→ 0 total→ Common Stock (10,834 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−10,041$813,321→ 0 total→ Common Stock (10,041 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−326$26,406→ 0 total→ Common Stock (326 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−2,105$170,505→ 0 total→ Common Stock (2,105 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−76$6,156→ 0 total→ Common Stock (76 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−850$68,850→ 0 total→ Common Stock (850 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−732$59,292→ 0 total→ Common Stock (732 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−213$17,253→ 0 total→ Common Stock (213 underlying) - Disposition to Issuer
Common Stock
2023-02-28−6,807→ 0 total - Award
Restricted Stock Units
2023-02-17+12,346→ 12,346 total→ Common Stock (12,346 underlying) - Disposition to Issuer
Restricted Stock Units
2023-02-28$81.00/sh−12,346$1,000,026→ 0 total→ Common Stock (12,346 underlying)
Footnotes (5)
- [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") represent a contingent right to receive one share of Common Stock for each RSU.
- [F3]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.
- [F4]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)
- [F5](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.
Documents
Issuer
Coupa Software Inc
CIK 0001385867
Entity typeother
Related Parties
1- filerCIK 0001867884
Filing Metadata
- Form type
- 4
- Filed
- Feb 27, 7:00 PM ET
- Accepted
- Feb 28, 5:46 PM ET
- Size
- 30.3 KB