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*
Cain Matthew M

(Last) (First) (Middle)
3250 OLCOTT STREET

(Street)
SANTA CLARA CA 95054

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 4,250 D
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
Stock Option (right to buy) (1) 04/23/2027 Common Stock 1,219,402 5.48 D
Stock Option (right to buy) (2) 04/02/2028 Common Stock 60,000 7.45 D
Stock Option (right to buy) (3) 06/13/2029 Common Stock 79,999 7.48 D
Stock Option (right to buy) (4) 06/23/2030 Common Stock 299,999 7.75 D
Stock Option (right to buy) (5) 03/09/2031 Common Stock 399,999 21.4 D
Explanation of Responses:
1. This option is fully vested and immediately exercisable.
2. One fourth (1/4th) of the shares subject to the option vested on February 1, 2019 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.
3. One fourth (1/4th) of the shares subject to the option vested on February 1, 2020 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.
4. One fourth (1/4th) of the shares subject to the option vested on February 1, 2021 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.
5. One fourth (1/4th) of the shares subject to the option vest on February 1, 2022 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Margaret Chow, by Power of Attorney for Matthew M. Cain 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                  POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of Couchbase, Inc. (the
"Company"), hereby constitutes and appoints Margaret Chow, Randy Li, Emily Doan,
Bill Carey, Manisha Goel, and Carolyn Belamide, as the undersigned's true and
lawful attorney-in-fact to:

      1.  complete and execute Forms 3, 4 and 5 and other forms and all
          amendments thereto as such attorney-in-fact shall in his discretion
          determine to be required or advisable pursuant to Section 16 of the
          Securities Exchange Act of 1934 (as amended) and the rules and
          regulations promulgated thereunder, or any successor laws and
          regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of the Company; and

      2.  do all acts necessary in order to file such forms with the SEC, any
          securities exchange or national association, the Company and such
          other person or agency as the attorney-in-fact shall deem appropriate.

      The undersigned hereby ratifies and confirms all that said attorney-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 15th day of June, 2021.


                                        Signature: /s/ Matthew M. Cain

                                        Print Name: Matthew M. Cain