SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
SORENSON CAPITAL PARTNERS III, LP

(Last) (First) (Middle)
3400 ASHTON BOULEVARD, #400

(Street)
LEHI UT 84043

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2021
3. Issuer Name and Ticker or Trading Symbol
Couchbase, Inc. [ BASE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 157,736 I By: SCP Couchbase Acquisition, L.L.C.(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series F Preferred Stock (3) (3) Common Stock 2,156,007 0.00 I By: SCP Couchbase Acquisition, L.L.C.(1)(2)
Series G Preferred Stock (4) (4) Common Stock 1,024,048 0.00 I By: SCP Couchbase Acquisition, L.L.C.(1)(2)
1. Name and Address of Reporting Person*
SORENSON CAPITAL PARTNERS III, LP

(Last) (First) (Middle)
3400 ASHTON BOULEVARD, #400

(Street)
LEHI UT 84043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SORENSON CAPITAL PARTNERS III-A, LP

(Last) (First) (Middle)
3400 ASHTON BOULEVARD, #400

(Street)
LEHI UT 84043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SORENSON CAPITAL PARTNERS III-B, LP

(Last) (First) (Middle)
3400 ASHTON BOULEVARD, #400

(Street)
LEHI UT 84043

(City) (State) (Zip)
Explanation of Responses:
1. Sorenson Capital Partners III, LP ("SCP III"), Sorenson Capital Partners III-A, LP ("SCP III-A"), Sorenson Capital Partners III-B, LP ("SCP III-B") and Sorensen Capital Investment Partner III, LP ("SCIP III") are the members of SCP Couchbase Acquisition L.L.C. Sorenson Capital Associates III, LP is the general partner of each of SCP III, SCP III-A and SCP III-B. West Rim Capital Advisors, LP is the general partner of SCIP III. West Rim Capital Advisors, LLC ("West Rim Capital") is the general partner of each of Sorenson Capital Associates III, LP and West Rim Capital Advisors, LP. Rob Rueckert is a member of the Issuer's board of directors and the president of SCP Couchbase Acquisition, L.L.C. Each of Mark Ludwig, Ron Mika, Rob Rueckert and Luke Sorenson are partners of West Rim Capital and therefore may be deemed to have shared voting and dispositive power with respect to the shares held by SCP Couchbase Acquisition L.L.C.
2. (continuation of FN 1): Each of the foregoing entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. The address for each of the Sorenson entities listed above is 3400 Ashton Boulevard #400, Lehi, Utah 84043.
3. Immediately prior to the completion of the Issuer's initial public offering, each share of Series F Preferred Stock is convertible into shares of the Issuer's Common Stock, par value $0.00001 per share, on a one-for-one basis and has no expiration date.
4. Immediately prior to the completion of the Issuer's initial public offering, each share of Series G Preferred Stock is convertible into shares of the Issuer's Common Stock, par value $0.00001 per share, on an expected 1.06673317089756-for-one basis and has no expiration date.
Remarks:
Sorenson Capital Partners III, LP, /s/ Rob Rueckert, Authorized Signatory 07/21/2021
Sorenson Capital Partners III-A, LP, /s/ Rob Rueckert, Authorized Signatory 07/21/2021
Sorenson Capital Partners III-B, LP, /s/ Rob Rueckert, Authorized Signatory 07/21/2021
** Signature of Reporting Person Date
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