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 * Beeler Charles	2. Issuer Name and Ticker or Trading Symbol Coupa Software Inc [ COUP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O EL DORADO VENTURES VII L.P., 702 OAK GROVE AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 10/12/2016
(Street) MENLO PARK, CA 94025 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ 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		5185993	A	(1)	5185993	I	By El Dorado Ventures VII L.P.   (2)
Common Stock	10/12/2016		C		161898	A	(1)	161898	I	By El Dorado Technology '05 L.P.   (2)
Common Stock	10/12/2016		C		231533	A	(1)	231533	I	By Rally Ventures Fund I, L.P.   (3)
Common Stock	10/12/2016		C		70122	A	(1)	70122	I	By Rally Technology Partners Fund I, 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 C Convertible Preferred Stock	$1.278	10/12/2016	(1)	C			2845440	(1)	(1)	Common Stock	2845440	(1)	0	I	By El Dorado Ventures VII L.P.   (2)
Series D Convertible Preferred Stock	$1.3524	10/12/2016	(1)	C			1093858	(1)	(1)	Common Stock	1093858	(1)	0	I	By El Dorado Ventures VII L.P.   (2)
Series E Convertible Preferred Stock	$3.1148	10/12/2016	(1)	C			721407	(1)	(1)	Common Stock	721407	(1)	0	I	By El Dorado Ventures VII L.P.   (2)
Series F Convertible Preferred Stock	$8.09	10/12/2016	(1)	C			299668	(1)	(1)	Common Stock	299668	(1)	0	I	By El Dorado Ventures VII L.P.   (2)
Series G Convertible Preferred Stock	$16.7232	10/12/2016	(1)	C			97604	(1)	(1)	Common Stock	97604	(1)	0	I	By El Dorado Ventures VII L.P.   (2)
Series C Convertible Preferred Stock	$1.278	10/12/2016	(1)	C			88831	(1)	(1)	Common Stock	88831	(1)	0	I	By El Dorado Technology '05 L.P.   (2)
Series D Convertible Preferred Stock	$1.3524	10/12/2016	(1)	C			34149	(1)	(1)	Common Stock	34149	(1)	0	I	By El Dorado Technology '05 L.P.   (2)
Series E Convertible Preferred Stock	$3.1148	10/12/2016	(1)	C			22521	(1)	(1)	Common Stock	22521	(1)	0	I	By El Dorado Technology '05 L.P.   (2)
Series F Convertible Preferred Stock	$8.09	10/12/2016	(1)	C			9355	(1)	(1)	Common Stock	9355	(1)	0	I	By El Dorado Technology '05 L.P.   (2)
Series G Convertible Preferred Stock	$16.7232	10/12/2016	(1)	C			3046	(1)	(1)	Common Stock	3046	(1)	0	I	By El Dorado Technology '05 L.P.   (2)
Series F Convertible Preferred Stock	$8.09	10/12/2016	(1)	C			189750	(1)	(1)	Common Stock	189750	(1)	0	I	By Rally Ventures Fund I, L.P.   (3)
Series G Convertible Preferred Stock	$16.7232	10/12/2016	(1)	C			37141	(1)	(1)	Common Stock	37141	(1)	0	I	By Rally Ventures Fund I, L.P.   (3)
Series F Convertible Preferred Stock	$8.09	10/12/2016	(1)	C			57468	(1)	(1)	Common Stock	57468	(1)	0	I	By Rally Technology Partners Fund I, L.P.   (3)
Series G Convertible Preferred Stock	$16.7232	10/12/2016	(1)	C			11248	(1)	(1)	Common Stock	11248	(1)	0	I	By Rally Technology Partners Fund I, L.P.   (3)

Explanation of Responses:
( 1)	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 Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. The exercisability date and expiration date are not relevant to the conversion of these securities.
( 2)	The Reporting Person is a Managing Member at El Dorado Venture Partners VII, LLC ("EDVP"), the general partner of El Dorado Technology '05 L.P. ("EDT") and El Dorado Ventures VII L.P. ("EDV"). The Reporting Person, 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 EDT and EDV. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.
( 3)	The Reporting Person is a Managing Member at Rally Ventures GP I, LLC ("RVGP"), the general partner of Rally Technology Partners Fund I, L.P. ("RTPF") and Rally Ventures Fund I, L.P. ("RVF"). The Reporting Person and Jeffrey Hinck are the managing members of RVGP. These individuals share voting and investment power over the shares owned by RTPF and RVF. The Reporting Person disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Beeler Charles C/O EL DORADO VENTURES VII L.P. 702 OAK GROVE AVENUE MENLO PARK, CA 94025	X	X

Signatures
/s/ Scott Paraker, Attorney-in-Fact		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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