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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 ( Mark One ) □ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31 , 2021 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number 001-37901 Delaware ( State or other jurisdiction of incorporation or organization ) 1855 S. Grant Street San Mateo , CA ( Address of principal executive offices ) FORM 10 - K COUPA SOFTWARE INCORPORATED ( Exact name of Registrant as specified in its charter ) Large accelerated filer Non - accelerated filer Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , par value $ 0.0001 per share 0 to Trading Symbol COUP 20-4429448 ( I.R.S. Employer Identification No. ) Registrant's telephone number , including area code : ( 650 ) 931-3200 94402 ( Zip Code ) Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the Registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Name of each exchange on which registered The Nasdaq Stock Market LLC ( Nasdaq Global Select Market ) Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . Yes > No Indicate by check mark whether the Registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or emerging growth company . See the definition of " large accelerated filer " , " accelerated filer " , " smaller reporting company " , and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Based on the closing price of the Registrant's Common Stock on the last business day of the Registrant's most recently completed second fiscal quarter , which was July 31 , 2020 , the aggregate market value of its shares ( based on a closing price of $ 306.45 per share ) held by non - affiliates was approximately $ 21.0 billion . Shares of common stock held by each executive officer , director , and their affiliated holders have been excluded in that such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . The number of shares of Registrant's common stock outstanding as of March 11 , 2021 was 72,852,361 . ooo