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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/21/2021 |
3. Issuer Name and Ticker or Trading Symbol
Couchbase, Inc. [ BASE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 90,045 | I | Mayfield XIII, a Cayman Islands Exempted Limited Partnership(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 B Preferred Stock | (2) | (2) | Common Stock | 1,909,090 | 0.00 | I | Mayfield XIII, a Cayman Islands Exempted Limited Partnership(1) |
Series C Preferred Stock | (2) | (2) | Common Stock | 715,278 | 0.00 | I | Mayfield XIII, a Cayman Islands Exempted Limited Partnership(1) |
Series D Preferred Stock | (2) | (2) | Common Stock | 258,017 | 0.00 | I | Mayfield XIII, a Cayman Islands Exempted Limited Partnership(1) |
Series E Preferred Stock | (3) | (3) | Common Stock | 127,014 | 0.00 | I | Mayfield XIII, a Cayman Islands Exempted Limited Partnership(1) |
Series F Preferred Stock | (2) | (2) | Common Stock | 169,212 | 0.00 | I | Mayfield XIII, a Cayman Islands Exempted Limited Partnership(1) |
Series G Preferred Stock | (4) | (4) | Common Stock | 72,824 | 0.00 | I | Mayfield XIII, a Cayman Islands Exempted Limited Partnership(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These shares are held of record by Mayfield XIII, a Cayman Islands Exempted Limited Partnership, or MF XIII. Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company, or MF XIII UGP, is the general partner of Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership, which is the general partner of MF XIII. Rajeev Batra, Navin Chaddha and Vaneeta Varma are the directors of MF XIII UGP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the shares owned by MF XIII, but each such entity or person disclaims such beneficial ownership except to the extent of its or their pecuniary interest therein. |
2. Immediately prior to the completion of the Issuer's initial public offering, each share of 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 on a one-for-one basis and has no expiration date. |
3. 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 on a 1.05279880234039-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 on a an expected 1.06673317089756-for-one basis and has no expiration date. |
Remarks: |
Mayfield XIII, a Cayman Islands Exempted Limited Partnership, By: Mayfield XIII Management (EGP), L.P., its general partner, By: Mayfield XIII Management (UGP), Ltd., its general partner, /s/ Paul Kohli, Authorized Signatory | 07/21/2021 | |
Mayfield XIII Management (EGP), L.P., By: Mayfield XIII Management (UGP), Ltd., its general partner, /s/ Paul Kohli, Authorized Signatory | 07/21/2021 | |
Mayfield XIII Management (UGP), Ltd., /s/ Paul Kohli, Authorized Signatory | 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. |