Statement of Ownership (sc 13g)

	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

Coupa Software Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

22266L 106

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. 22266L 106						13G
	1.	Names of Reporting Persons MDV IX, L.P
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0 Shares
			6.		Shared Voting Power 6,648,700 Shares (2)
			7.		Sole Dispositive Power 0 Shares
			8.		Shared Dispositive Power 6,648,700 Shares (2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,648,700 Shares (2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row 9 13.3% (3)
	12.	Type of Reporting Person (See Instructions) PN

 

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(1)          This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)          Shares directly held by MDV IX, L.P.  William Ericson, and Jonathan Feiber are managing members of Ninth, the general partner of MDV.  Each of William Ericson, Jonathan Feiber and Ninth may be deemed to share voting and dispositive power over the shares held by MDV.

 

(3)          This percentage is calculated based on 49,981,986 shares of the Issuer’s stock outstanding (as of December 7, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on December 9, 2016.

 

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CUSIP No. 22266L 106						13G
	1.	Names of Reporting Persons Ninth MDV Partners, L.L.C.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0 Shares
			6.		Shared Voting Power 6,648,700 Shares (2)
			7.		Sole Dispositive Power 0 Shares
			8.		Shared Dispositive Power 6,648,700 Shares (2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,648,700 Shares (2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row 9 13.3% (3)
	12.	Type of Reporting Person (See Instructions) OO

 

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(1)          This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)          Shares directly held by MDV IX, L.P.  William Ericson, and Jonathan Feiber are managing members of Ninth, the general partner of MDV.  Each of William Ericson, Jonathan Feiber and Ninth may be deemed to share voting and dispositive power over the shares held by MDV.

 

(3)          This percentage is calculated based on 49,981,986 shares of the Issuer’s stock outstanding (as of December 7, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on December 9, 2016.

 

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CUSIP No. 22266L 106						13G
	1.	Names of Reporting Persons William Ericson
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0 Shares
			6.		Shared Voting Power 6,648,700 Shares (2)
			7.		Sole Dispositive Power 0 Shares
			8.		Shared Dispositive Power 6,648,700 Shares (2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,648,700 Shares (2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row 9 13.3% (3)
	12.	Type of Reporting Person (See Instructions) IN

 

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(1)          This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)          Shares directly held by MDV IX, L.P.  William Ericson, and Jonathan Feiber are managing members of Ninth, the general partner of MDV.  Each of William Ericson, Jonathan Feiber and Ninth may be deemed to share voting and dispositive power over the shares held by MDV.

 

(3)          This percentage is calculated based on 49,981,986 shares of the Issuer’s stock outstanding (as of December 7, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on December 9, 2016.

 

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CUSIP No. 22266L 106						13G
	1.	Names of Reporting Persons Jonathan Feiber
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0 Shares
			6.		Shared Voting Power 6,648,700 Shares (2)
			7.		Sole Dispositive Power 0 Shares
			8.		Shared Dispositive Power 6,648,700 Shares (2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,648,700 Shares (2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row 9 13.3% (3)
	12.	Type of Reporting Person (See Instructions) IN

 

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(1)          This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)          Shares directly held by MDV IX, L.P.  William Ericson, and Jonathan Feiber are managing members of Ninth, the general partner of MDV.  Each of William Ericson, Jonathan Feiber and Ninth may be deemed to share voting and dispositive power over the shares held by MDV.

 

(3)          This percentage is calculated based on 49,981,986 shares of the Issuer’s stock outstanding (as of December 7, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on December 9, 2016.

 

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Introductory Note:  This Statement on Schedule 13G is filed on behalf of 1) MDV IX, L.P. (“MDV”), a limited partnership organized under the laws of the State of Delaware; 2) Ninth MDV Partners, L.L.C. (“Ninth”), a limited liability company organized under the laws of the State of Delaware and the General Partner of MDV; 3) William Ericson, a managing member of Ninth; and 4) Jonathan Feiber, a managing member of Ninth; in respect of shares of Common Stock of Coupa Software Incorporated

 

Item 1(a).		Name of Issuer: Coupa Software Incorporated
Item 1(b).		Address of Issuer’s Principal Executive Offices: 1855 S. Grant Street, San Mateo, CA  94402
Item 2(a).		Name of Person Filing: MDV IX, L.P. Ninth MDV Partners, L.L.C. William Ericson Jonathan Feiber
Item 2(b).		Address of Principal Business Office or, if none, Residence: 777 Mariners Island Blvd., Suite 550, San Mateo, CA  94404
Item 2(c).		Citizenship: All entities were organized in Delaware.  The individuals are all United States citizens.
Item 2(d).		Title of Class of Securities: Common Stock
Item 2(e).		CUSIP Number: 22266L 106
Item 3.	If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable.

 

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Item 4.

Ownership

 

Fund Entities		Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class
MDV IX, L.P.		6,648,700		0		6,648,700		0		6,648,700		6,648,700		13.3	%
Ninth MDV Partners, L.L.C. (1)		0		0		6,648,700		0		6,648,700		6,648,700		13.3	%
William Ericson (1)		0		0		6,648,700		0		6,648,700		6,648,700		13.3	%
Jonathan Feiber (1)		0		0		6,648,700		0		6,648,700		6,648,700		13.3	%

 

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(1)     Ninth MDV Partners, L.L.C. serves as the general partner of MDV IX, L.P. and owns no securities of the Issuer directly.  William Ericson and Jonathan Feiber serve as managing members of Ninth MDV Partners, L.L.C.  William Ericson directly owns no shares of the Issuer’s common stock. Jonathan Feiber directly owns no shares of the Issuer’s common stock.

Item 5.	Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o
Item 6.	Ownership of More than 5 Percent on Behalf of Another Person
Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8.	Identification and Classification of Members of the Group
Not applicable.
Item 9.	Notice of Dissolution of a Group
Not applicable.
Item 10.	Certification
Not applicable.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 9, 2017

 

MDV IX, L.P.			NINTH MDV PARTNERS, L.L.C.
By:	Ninth MDV Partners, L.L.C.,		By:	/s/ William Ericson
	its General Partner			Name: William Ericson
				Title: Managing Member
By:	/s/ Jonathan Feiber
	Name: Jonathan Feiber
	Title: Managing Member
/s/ Jonathan Feiber			/s/ William Ericson
	Jonathan Feiber			William Ericson

 

 

EXHIBITS

 

A:            Joint Filing Agreement

 

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EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Coupa Software Incorporated is filed on behalf of each of us.

 

Dated:  February 9, 2017

 

MDV IX, L.P.			NINTH MDV PARTNERS, L.L.C.
By:	Ninth MDV Partners, L.L.C.,		By:	/s/ William Ericson
	its General Partner			Name: William Ericson
				Title: Managing Member
By:	/s/ Jonathan Feiber
	Name: Jonathan Feiber
	Title: Managing Member
/s/ Jonathan Feiber			/s/ William Ericson
	Jonathan Feiber			William Ericson

 

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