SEC Filing | Couchbase, Inc.

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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^*

Accel X LP

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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	264,330	D⁽¹⁾⁽²⁾
Common Stock	20,023	I	By: Accel X Strategic Partners L.P.⁽¹⁾⁽²⁾
Common Stock	339,725	I	By: Accel Growth Fund II L.P.⁽¹⁾⁽²⁾
Common Stock	24,600	I	By: Accel Growth Fund II Strategic Partners L.P.⁽¹⁾⁽²⁾
Common Stock	36,466	I	By: Accel Growth Fund Investors 2013 L.L.C.⁽¹⁾⁽²⁾
Common Stock	27,633	I	By: Accel Investors 2008 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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,636,046	0.00	D⁽¹⁾⁽²⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	123,978	0.00	I	By: Accel X Strategic Partners L.P.⁽¹⁾⁽²⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	171,097	0.00	I	By: Accel Investors 2008 L.L.C.⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	874,690	0.00	D⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	66,283	0.00	I	By: Accel X Strategic Partners L.P.⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	91,474	0.00	I	By: Accel Investors 2008 L.L.C.⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	336,658	0.00	D⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	25,511	0.00	I	By: Accel X Strategic Partners L.P.⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	35,207	0.00	I	By: Accel Investors 2008 L.L.C.⁽¹⁾⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	279,944	0.00	D⁽¹⁾⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	21,214	0.00	I	By: Accel X Strategic Partners L.P.⁽¹⁾⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	29,276	0.00	I	By: Accel Investors 2008 L.L.C.⁽¹⁾⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	130,898	0.00	D⁽¹⁾⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	9,919	0.00	I	By: Accel X Strategic Partners L.P.⁽¹⁾⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,083,886	0.00	I	By: Accel Growth Fund II L.P.⁽¹⁾⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	78,516	0.00	I	By: Accel Growth Fund II Strategic Partners L.P.⁽¹⁾⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	116,368	0.00	I	By: Accel Growth Fund Investors 2013 L.L.C.⁽¹⁾⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	13,689	0.00	I	By: Accel Investors 2008 L.L.C.⁽¹⁾⁽²⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	92,672	0.00	D⁽¹⁾⁽²⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	7,022	0.00	I	By: Accel X Strategic Partners L.P.⁽¹⁾⁽²⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	155,124	0.00	I	By: Accel Growth Fund II L.P.⁽¹⁾⁽²⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	11,237	0.00	I	By: Accel Growth Fund II Strategic Partners L.P.⁽¹⁾⁽²⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	16,654	0.00	I	By: Accel Growth Fund Investors 2013 L.L.C.⁽¹⁾⁽²⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	9,691	0.00	I	By: Accel Investors 2008 L.L.C.⁽¹⁾⁽²⁾
Series G Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	216,371	0.00	D⁽¹⁾⁽²⁾
Series G Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	16,396	0.00	I	By: Accel X Strategic Partners L.P.⁽¹⁾⁽²⁾
Series G Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	362,181	0.00	I	By: Accel Growth Fund II L.P.⁽¹⁾⁽²⁾
Series G Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	26,236	0.00	I	By: Accel Growth Fund II Strategic Partners L.P.⁽¹⁾⁽²⁾
Series G Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	38,884	0.00	I	By: Accel Growth Fund Investors 2013 L.L.C.⁽¹⁾⁽²⁾
Series G Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	22,628	0.00	I	By: Accel Investors 2008 L.L.C.⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Accel X LP

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACCEL X STRATEGIC PARTNERS LP

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel X Associates L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Investors 2008 L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund II L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund II Strategic Partners L.P.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund II Associates L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2013 L.L.C.

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. Kevin J. Efrusy is a Managing Member of Accel X Associates L.L.C., or A10A, which is the General Partner of both Accel X L.P. and Accel X Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel Investors 2008 L.L.C., and therefore share the voting and investment powers. Accel Growth Fund II Associates L.L.C., or AGF2A, is the General Partner of both Accel Growth Fund II L.P. and Accel Growth Fund II Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF2A and share such powers. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2013 L.L.C.,

2. (continuation of FN 1): and therefore share the voting and investment powers. Each general partner or manager disclaims beneficial ownership except to the extent of their pecuniary interest therein. The address for all Accel entities listed above is 500 University Avenue, Palo Alto, California 94301.

3. Immediately prior to the completion of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and 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 E Preferred Stock is convertible into shares of the Issuer's Common Stock, par value $0.00001 per share, on a 1.05279880234039-for-one basis and has no expiration date.

5. 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:

	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel X L.P.	07/21/2021
	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel X Strategic Partners L.P.	07/21/2021
	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel X Associates L.L.C.	07/21/2021
	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Investors 2008 L.L.C.	07/21/2021
	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund II L.P.	07/21/2021
	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund II Strategic Partners L.P.	07/21/2021
	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund II Associates L.L.C.	07/21/2021
	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund Investors 2013 L.L.C.	07/21/2021
	** 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 5 (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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