SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

EL Dorado Ventures VII L P

(Last)

(First)

(Middle)

702 OAK GROVE AVENUE

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2016

3. Issuer Name and Ticker or Trading Symbol
Coupa Software Inc [ COUP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	128,016	I	El Dorado Ventures VII L.P.⁽¹⁾
Common Stock	3,996	I	El Dorado Technology '05 L.P.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	2,845,440	$1.278	I	El Dorado Ventures VII L.P.⁽¹⁾
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,093,858	$1.3524	I	El Dorado Ventures VII L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	721,407	$3.1148	I	El Dorado Ventures VII L.P.⁽¹⁾
Series F Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	299,668	$8.09	I	El Dorado Ventures VII L.P.⁽¹⁾
Series G Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	97,604	$16.7232	I	El Dorado Ventures VII L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	88,831	$1.278	I	El Dorado Technology '05 L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	34,149	$1.3524	I	El Dorado Technology '05 L.P.⁽²⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	22,521	$3.1148	I	El Dorado Technology '05 L.P.⁽²⁾
Series F Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	9,355	$8.09	I	El Dorado Technology '05 L.P.⁽²⁾
Series G Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	3,046	$16.7232	I	El Dorado Technology '05 L.P.⁽²⁾

1. Name and Address of Reporting Person^*

EL Dorado Ventures VII L P

(Last)

(First)

(Middle)

702 OAK GROVE AVENUE

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

El Dorado Ventures VII, LLC

(Last)

(First)

(Middle)

702 OAK GROVE AVENUE

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

EL DORADO TECHNOLOGY 05 LP

(Last)

(First)

(Middle)

702 OAK GROVE AVENUE

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Peterson Thomas H

(Last)

(First)

(Middle)

702 OAK GROVE AVENUE

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Irwin Michael Scott

(Last)

(First)

(Middle)

702 OAK GROVE AVENUE

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Shares are held by El Dorado Ventures VII, L.P. ("EDV"). El Dorado Venture Partners VII, LLC ("EDVP") is the general partner of EDV. Charles Beeler, Thomas H. Peterson and M. Scott Irwin are the managing members of EDVP. These individuals share voting and investment power over the shares owned by EDV and disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Charles Beeler is a director of the Issuer and, accordingly files separate Section 16 reports.

2. The Shares are held by El Dorado Technology '05, L.P. ("EDTV"). EDVP is the general partner of EDTV. Charles Beeler, Thomas H. Peterson and M. Scott Irwin are the managing members of EDVP. These individuals share voting and investment power over the shares owned by EDTV and disclaim beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein. Charles Beeler is a director of the Issuer and, accordingly files separate Section 16 reports.

3. The Series C Convertible Preferred Stock, the Series D Convertible Preferred Stock, the Series E Convertible Preferred Stock, the Series F Convertible Preferred Stock and the Series G Convertible Preferred Stock shall automatically convert into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering and has no expiration date.

Remarks:

	/s/ Charles D. Beeler	10/05/2016
	** 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 5 (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).
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