Sec Form 13G Filing - BlueRun Ventures L P filing for COUPA SOFTWARE INC (COUP) - 2018-02-13

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1) *

 

Coupa Software Incorporated

(Name of Issuer)
 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

22266L106

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

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

 

¨

Rule 13d-1(b)

¨

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 disclosures provided in a prior cover page.

 

The information required on 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).

 

(Continued on following pages)

 

Page 1 of 14 Pages

Exhibit Index Contained on Page 12

 

 

1	NAME OF REPORTING PERSON BlueRun Ventures, L.P. (“BRV”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares.
		6	SHARED VOTING POWER 0 shares.
		7	SOLE DISPOSITIVE POWER 0 shares.
		8	SHARED DISPOSITIVE POWER 0 shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON PN

 

1	NAME OF REPORTING PERSON BRV Opportunities Fund, L.P. (“BRVOF”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares.
		6	SHARED VOTING POWER 0 shares.
		7	SOLE DISPOSITIVE POWER 0 shares.
		8	SHARED DISPOSITIVE POWER 0 shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON PN

 

1	NAME OF REPORTING PERSON BRV Partners, L.L.C. (“BRV GP”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,986 shares held by BRV GP, except that Ebinger and Malloy, the Managing Members of BRV GP, may be deemed to have shared voting power with respect to such shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 1,986 shares held by BRV GP, except that Ebinger and Malloy, the Managing Members of BRV GP, may be deemed to have shared dispositive power with respect to such shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,986
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON OO

 

1	NAME OF REPORTING PERSON BRV Opportunities Fund GP, LLC (“BRVOF GP”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares.
		6	SHARED VOTING POWER 0 shares.
		7	SOLE DISPOSITIVE POWER 0 shares.
		8	SHARED DISPOSITIVE POWER 0 shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12	TYPE OF REPORTING PERSON OO

 

1	NAME OF REPORTING PERSON Jonathan Ebinger
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 26,132 shares.
		6	SHARED VOTING POWER 1,986 shares, all of which are held by BRV GP.  Ebinger, as a Managing Member of BRV GP, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 26,132 shares
		8	SHARED DISPOSITIVE POWER 1,986 shares, all of which are held by BRV GP.  Ebinger, as a Managing Member of BRV GP, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,118
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12	TYPE OF REPORTING PERSON IN

 

1	NAME OF REPORTING PERSON John Arthur Malloy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Japanese Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 65,515 shares.
		6	SHARED VOTING POWER 1,986 shares, all of which are held by BRV GP.  Malloy, as a Managing Member of BRV GP, may be deemed to have shared power to vote these shares.
		7	SOLE DISPOSITIVE POWER 65,515 shares.
		8	SHARED DISPOSITIVE POWER 1,986 shares, all of which are held by BRV GP.  Malloy, as a Managing Member of BRV GP, may be deemed to have shared power to dispose of these shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,501
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12	TYPE OF REPORTING PERSON IN

 

ITEM 1(A).

NAME OF ISSUER

 

Coupa Software Incorporated

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES 185 S. Grant Street San Mateo, CA

 

ITEM 2(A).

NAME OF PERSONS FILING This Statement is filed by BlueRun Ventures, L.P., a Delaware limited partnership (“BRV”), BRV Opportunities Fund, L.P., a Delaware limited partnership (“BRVOF”), BRV Partners, L.L.C., a Delaware limited liability company (“BRV GP”), BRV Opportunities Fund GP, LLC, a Delaware limited liability company (“BRVOF GP”), Jonathan Ebinger (“Ebinger”) and John Arthur Malloy (“Malloy”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

BRV GP is the general partner of BRV, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by BRV. BRVOF GP is the general partner of BRVOF, and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by BRVOF. Ebinger and Malloy are Managing Members of BRV GP and BRVOF GP and may be deemed to have indirect beneficial ownership of shares of the issuer directly owned by BRV and BRVOF.

 

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

545 Middlefield Road, Suite 250
Menlo Park, CA 94025

 

ITEM 2(C).

CITIZENSHIP BRV and BRVOF are Delaware limited partnerships. BRV GP and BRVOF GP are Delaware limited liability companies. Ebinger and Malloy are United States citizens.

 

ITEM 2(D) AND (E).

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER Common Stock, par value $0.0001 CUSIP #22266L106

 

ITEM 3.

Not Applicable.

 

  

ITEM 4.

OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)	Amount beneficially owned: See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

 

(ii)

Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

 

ITEM 5.

OWNERSHIP OF FIVE 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 five percent of the class of securities, check the following: x.

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Under certain circumstances set forth in the limited partnership agreements of BRV and BRVOF, and the limited liability company agreements of BRV GP and BRVOF GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

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 GROUP Not applicable.

 

ITEM 10.

CERTIFICATION Not applicable.

 

 

 

 

 

SIGNATURES

 

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.

 

Date: February 13, 2018

 

		Bluerun ventures, l.p. By: BRV Partners, L.L.C., its general partner
	By:	/s/ Jennifer Yu
		Jennifer Yu, attorney-in-fact
		BRV Opportunities fund, l.p. By: BRV Opportunities Fund GP, LLC, its general partner
	By:	/s/ Jennifer Yu
		Jennifer Yu, attorney-in-fact
		BRV Partners, L.L.C.
	By:	/s/ Jennifer Yu
		Jennifer Yu, attorney-in-fact
		BRV Opportunities fund gp, llc
	By:	/s/ Jennifer Yu
		Jennifer Yu, attorney-in-fact
		JONATHAN EBINGER
	By:	/s/ Jennifer Yu
		Jennifer Yu, attorney-in-fact
		JOHN ARTHUR MALLOY
	By:	/s/ Jennifer Yu
		Jennifer Yu, attorney-in-fact

 

 

 

EXHIBIT INDEX

 

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A:  Agreement of Joint Filing	13
Exhibit B:  Power of Attorney	14

 

 

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that a copy of the Applicable Agreement of Joint Filing is already on file with the appropriate agencies.

 

 

 

EXHIBIT B

 

Power of Attorney

 

Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.