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*
NBVM GP, LLC

(Last) (First) (Middle)
60 WILLIAM STREET
SUITE 350

(Street)
WELLESLEY MA 02481

(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 192,234 I By: North Bridge Venture Partners 7, L.P.(1)
Common Stock 82,378 I By: North Bridge Venture Partners VI, L.P.(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 A Preferred Stock (3) (3) Common Stock 643,708 0.00 I By: North Bridge Venture Partners 7, L.P.(1)
Series A Preferred Stock (3) (3) Common Stock 643,708 0.00 I By: North Bridge Venture Partners VI, L.P.(2)
Series B Preferred Stock (3) (3) Common Stock 498,927 0.00 I By: North Bridge Venture Partners 7, L.P.(1)
Series B Preferred Stock (3) (3) Common Stock 498,927 0.00 I By: North Bridge Venture Partners VI, L.P.(2)
Series C Preferred Stock (3) (3) Common Stock 317,901 0.00 I By: North Bridge Venture Partners 7, L.P.(1)
Series C Preferred Stock (3) (3) Common Stock 317,901 0.00 I By: North Bridge Venture Partners VI, L.P.(2)
Series D Preferred Stock (3) (3) Common Stock 201,031 0.00 I By: North Bridge Venture Partners 7, L.P.(1)
Series D Preferred Stock (3) (3) Common Stock 86,156 0.00 I By: North Bridge Venture Partners VI, L.P.(2)
Series E Preferred Stock (4) (4) Common Stock 98,962 0.00 I By: North Bridge Venture Partners 7, L.P.(1)
Series E Preferred Stock (4) (4) Common Stock 42,411 0.00 I By: North Bridge Venture Partners VI, L.P.(2)
Series F Preferred Stock (3) (3) Common Stock 131,840 0.00 I By: North Bridge Venture Partners 7, L.P.(1)
Series F Preferred Stock (3) (3) Common Stock 56,502 0.00 I By: North Bridge Venture Partners VI, L.P.(2)
Series G Preferred Stock (5) (5) Common Stock 509,778 0.00 I By: North Bridge Venture Partners 7, L.P.(1)
Series G Preferred Stock (5) (5) Common Stock 218,476 0.00 I By: North Bridge Venture Partners VI, L.P.(2)
1. Name and Address of Reporting Person*
NBVM GP, LLC

(Last) (First) (Middle)
60 WILLIAM STREET
SUITE 350

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Bridge Venture Partners 7, L.P.

(Last) (First) (Middle)
60 WILLIAM STREET
SUITE 350

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DAMORE RICHARD A

(Last) (First) (Middle)
60 WILLIAM STREET
SUITE 350

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Bridge Venture Partners VI L P

(Last) (First) (Middle)
60 WILLIAM STREET
SUITE 350

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Bridge Venture Management VI, L.P.

(Last) (First) (Middle)
60 WILLIAM STREET
SUITE 350

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Bridge Venture Management 7, L.P.

(Last) (First) (Middle)
60 WILLIAM STREET
SUITE 350

(Street)
WELLESLEY MA 02481

(City) (State) (Zip)
Explanation of Responses:
1. The reportable securities are owned directly by North Bridge Venture Partners 7, L.P. ("NBVP 7"). North Bridge Venture Management 7, L.P. ("NBVM 7") is the sole general partner of NBVP 7, and NBVM GP, LLC ("NBVM GP") is the sole general partner of NBVM 7. Each of Edward T. Anderson, a member of the Issuer's board of directors, and Richard A. D'Amore are the managers of NBVM GP (collectively, the "Managing Members") and may be deemed to have shared voting and dispositive power over the shares held by NBVP 7. Each of NBVM 7, NBVM GP and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
2. The reportable securities are owned directly by North Bridge Venture Partners VI, L.P. ("NBVP VI"). North Bridge Venture Management VI, L.P. ("NBVM VI") is the sole general partner of NBVP VI, and NBVM GP is the sole general partner of NBVM VI. The Managing Members are the managers of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP VI. Each of NBVM VI, NBVM GP and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
3. The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock is convertible at any time at the holder's election and has no expiration date. Each such share of preferred stock shall be automatically converted into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering for no additional consideration.
4. The Series E Preferred Stock is convertible at any time at the holder's election and has no expiration date. Each share of Series E Preferred Stock shall be automatically converted into shares of the Issuer's Common Stock on a 1.05279880234039-for-one basis immediately prior to the completion of the Issuer's initial public offering for no additional consideration.
5. The Series G Preferred Stock is convertible at any time at the holder's election and has no expiration date. Each share of Series G Preferred Stock shall be automatically converted into shares of the Issuer's Common Stock on an expected 1.06673317089756-for-one basis immediately prior to the completion of the Issuer's initial public offering for no additional consideration and as described in Amendment No. 1 to the Issuer's Registration Statement on Form S-1 and filed with the United States Securities Commission on July 12, 2021.
Remarks:
NBVM GP, LLC, /s/ Edward T. Anderson, Manager of NBVM GP 07/21/2021
North Bridge Venture Partners 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management 7, L.P., general partner of North Bridge Venture Partners 7, L.P. 07/21/2021
/s/ Richard A. D'Amore 07/21/2021
North Bridge Venture Partners VI, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management VI, L.P., general partner of North Bridge Venture Partners VI, L.P. 07/21/2021
North Bridge Venture Management VI, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management VI, L.P. 07/21/2021
North Bridge Venture Management 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P. 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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