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^*

ANDERSON EDWARD T

(Last)

(First)

(Middle)

3250 OLCOTT STREET

(Street)

SANTA CLARA

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	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)

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	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)
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	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⁾

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 the Reporting Person, 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:

Exhibit 24 - Power of Attorney

	/s/ Margaret Chow, by Power of Attorney for Edward T. Anderson	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 17th day of June, 2021.


                                        Signature: /s/ Edward T. Anderson

                                        Print Name: Edward T. Anderson