Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Battery Ventures VIII lp	2. Issuer Name and Ticker or Trading Symbol Coupa Software Inc [ COUP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) ONE MARINA PARK DRIVE, SUITE 1100	3. Date of Earliest Transaction (MM/DD/YYYY) 10/12/2016
(Street) BOSTON, MA 02210 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	10/12/2016		C		6243840   (1)	A	(2)	6594220	I	By Battery Ventures VIII, L.P.   (3)
Common Stock	10/12/2016		P		275000	A	$18.00	6869220	I	By Battery Ventures VIII, L.P.   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Series A Convertible Preferred Stock	(2)	10/12/2016		C			36030	(2)	(2)	Common Stock	45239	$0.00	0	I	By Battery Ventures VIII, L.P.   (3)
Series B Convertible Preferred Stock	(2)	10/12/2016		C			839552	(2)	(2)	Common Stock	1595517	$0.00	0	I	By Battery Ventures VIII, L.P.   (3)
Series C Convertible Preferred Stock	(2)	10/12/2016		C			1432578	(2)	(2)	Common Stock	1432578	$0.00	0	I	By Battery Ventures VIII, L.P.   (3)
Series D Convertible Preferred Stock	(2)	10/12/2016		C			1164075	(2)	(2)	Common Stock	1164075	$0.00	0	I	By Battery Ventures VIII, L.P.   (3)
Series E Convertible Preferred Stock	(2)	10/12/2016		C			767715	(2)	(2)	Common Stock	767715	$0.00	0	I	By Battery Ventures VIII, L.P.   (3)
Series F Convertible Preferred Stock	(2)	10/12/2016		C			1087762	(2)	(2)	Common Stock	1087762	$0.00	0	I	By Battery Ventures VIII, L.P.   (3)
Series G Convertible Preferred Stock	(2)	10/12/2016		C			150954	(2)	(2)	Common Stock	150954	$0.00	0	I	By Battery Ventures VIII, L.P.   (3)

Explanation of Responses:
( 1)	The total represents shares received upon conversion of shares of Series A, B, C, D, E, F and G Convertible Preferred Stock.
( 2)	Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into 1.25561723 and 1.90043965 shares, respectively, of the Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. Each share of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock automatically converted into one share of the Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. The convertible preferred stock had no expiration date.
( 3)	The reported securities are owned directly by Battery Ventures VIII, L.P. ("BV VIII"). The sole general partner of BV VIII is Battery Partners VIII, LLC ("BP VIII"). BP VIII's investment adviser is Battery Management Corp. (together with BP VIII, the "Battery Companies"). Neeraj Agrawal, Michael Brown, Thomas Crotty, Richard Frisbie, Kenneth Lawler, R. David Tabors, Scott Tobin and Roger Lee are the managing members and officers of the Battery Companies and may be deemed to share voting and dispositive power over the securities held by BV VIII. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Battery Ventures VIII lp ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA 02210		X
Battery Partners VIII, LLC ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA 02210		X
Battery Management Corp. ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA 02210		X
CROTTY THOMAS J ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA 02210		X
FRISBIE RICHARD D ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA 02210		X
LAWLER KENNETH P ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA 02210		X
TOBIN SCOTT R ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA 02210		X
TABORS R DAVID ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA 02210		X
Lee Roger H ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA 02210		X
BROWN MICHAEL MAURICE ONE MARINA PARK DRIVE SUITE 1100 BOSTON, MA 02210		X

Signatures
/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures VIII, L.P.		10/13/2016
** Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Partners VIII, LLC)		10/13/2016
** Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Battery Management Corp.)		10/13/2016
** Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Thomas Crotty)		10/13/2016
** Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Richard Frisbie)		10/13/2016
** Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Kenneth Lawler)		10/13/2016
** Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Scott Tobin)		10/13/2016
** Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for R. David Tabors)		10/13/2016
** Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Roger Lee)		10/13/2016
** Signature of Reporting Person		Date
/s/ Christopher Schiavo (as Attorney-in-Fact for Michael Brown)		10/13/2016
** 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 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).
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