SEC Filing | Couchbase, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ANDERSON EDWARD T

(Last)

(First)

(Middle)

3250 OLCOTT STREET

(Street)

SANTA CLARA

95094

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Couchbase, Inc. [ BASE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/26/2021		C		2,402,147	A	⁽¹⁾	2,594,381	I	By: North Bridge Venture Partners 7, L.P.⁽²⁾
Common Stock	07/26/2021		C		1,864,081	A	⁽¹⁾	1,946,459	I	By: North Bridge Venture Partners VI, L.P.⁽³⁾
Common Stock	07/26/2021		P		94,791⁽⁴⁾	A	$24	2,689,172	I	By: North Bridge Venture Partners 7, L.P.⁽²⁾
Common Stock	07/26/2021		P		40,625⁽⁵⁾	A	$24	1,987,084	I	By: North Bridge Venture Partners VI, L.P.⁽³⁾
Common Stock	07/26/2021		P		31,250⁽⁶⁾	A	$24	31,250	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/26/2021		C			643,708	⁽¹⁾	⁽¹⁾	Common Stock	643,708	$0.00	0	I	By: North Bridge Venture Partners 7, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	07/26/2021		C			643,708	⁽¹⁾	⁽¹⁾	Common Stock	643,708	$0.00	0	I	By: North Bridge Venture Partners VI, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾	07/26/2021		C			498,927	⁽¹⁾	⁽¹⁾	Common Stock	498,927	$0.00	0	I	By: North Bridge Venture Partners 7, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/26/2021		C			498,927	⁽¹⁾	⁽¹⁾	Common Stock	498,927	$0.00	0	I	By: North Bridge Venture Partners VI, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	07/26/2021		C			317,901	⁽¹⁾	⁽¹⁾	Common Stock	317,901	$0.00	0	I	By: North Bridge Venture Partners 7, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/26/2021		C			317,901	⁽¹⁾	⁽¹⁾	Common Stock	317,901	$0.00	0	I	By: North Bridge Venture Partners VI, L.P.⁽³⁾
Series D Preferred Stock	⁽¹⁾	07/26/2021		C			201,031	⁽¹⁾	⁽¹⁾	Common Stock	201,031	$0.00	0	I	By: North Bridge Venture Partners 7, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	07/26/2021		C			86,156	⁽¹⁾	⁽¹⁾	Common Stock	86,156	$0.00	0	I	By: North Bridge Venture Partners VI, L.P.⁽³⁾
Series E Preferred Stock	⁽¹⁾	07/26/2021		C			93,999	⁽¹⁾	⁽¹⁾	Common Stock	98,962	$0.00	0	I	By: North Bridge Venture Partners 7, L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	07/26/2021		C			40,285	⁽¹⁾	⁽¹⁾	Common Stock	42,411	$0.00	0	I	By: North Bridge Venture Partners VI, L.P.⁽³⁾
Series F Preferred Stock	⁽¹⁾	07/26/2021		C			131,840	⁽¹⁾	⁽¹⁾	Common Stock	131,840	$0.00	0	I	By: North Bridge Venture Partners 7, L.P.⁽²⁾
Series F Preferred Stock	⁽¹⁾	07/26/2021		C			56,502	⁽¹⁾	⁽¹⁾	Common Stock	56,502	$0.00	0	I	By: North Bridge Venture Partners VI, L.P.⁽³⁾
Series G Preferred Stock	⁽¹⁾	07/26/2021		C			477,888	⁽¹⁾	⁽¹⁾	Common Stock	509,778	$0.00	0	I	By: North Bridge Venture Partners 7, L.P.⁽²⁾
Series G Preferred Stock	⁽¹⁾	07/26/2021		C			204,809	⁽¹⁾	⁽¹⁾	Common Stock	218,476	$0.00	0	I	By: North Bridge Venture Partners VI, L.P.⁽³⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock 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. Each share of Series E Preferred Stock 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. Each share of Series G Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1.06673317089756-for-one basis immediately prior to the completion of the Issuer's initial public offering for no additional consideration. The Preferred Stock had no expiration date.

2. 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 managing members 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.

3. 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.

4. In connection with the Issuer's initial public offering of Common Stock, NBVP 7 purchased additional shares of Common Stock from the underwriters at the initial public offering price as set forth herein.

5. In connection with the Issuer's initial public offering of Common Stock, NBVP VI purchased additional shares of Common Stock from the underwriters at the initial public offering price as set forth herein.

6. In connection with the Issuer's initial public offering of Common Stock, the Reporting Person purchased additional shares of Common Stock from the underwriters at the initial public offering price as set forth herein.

Remarks:

	/s/ Margaret Chow, by Power of Attorney for Edward T. Anderson	07/26/2021
	** 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 4 (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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