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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) 
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. __)*

 

Couchbase, Inc.

(Name of Issuer)

 

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

 

22207T101

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)
  ¨ Rule 13d-1(c)
  x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 15 Pages

Exhibit Index Contained on Page 14

 

 

 

 

 

CUSIP NO. 22207T101 13 G Page 2 of 15

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel X L.P. (“A10”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON 		5 SOLE VOTING POWER
3,852,959 shares, all of which are directly owned by A10.  Accel X Associates L.L.C. (“A10A”), the general partner of A10, may be deemed to have sole power to vote these shares, and Kevin Efrusy (“KJE”), a director of the issuer and managing member of A10A, may be deemed to have sole power to vote these shares.
WITH 6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
3,852,959 shares, all of which are directly owned by A10.  A10A, the general partner of A10, may be deemed to have sole power to dispose of these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,852,959
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8%(1)
12 TYPE OF REPORTING PERSON* PN
         

 

(1) Based on 43,594,638 shares of Common Stock outstanding as of November 30, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on December 10, 2021 (the “Form 10-Q”).

 

 

 

 

CUSIP NO. 22207T101 13 G Page 3 of 15

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel X Strategic Partners L.P. (“A10SP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON 		5 SOLE VOTING POWER
291,963 shares, all of which are directly owned by A10SP.  A10A, the general partner of A10SP, may be deemed to have sole power to vote these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
WITH 7 SOLE DISPOSITIVE POWER
291,963 shares, all of which are directly owned by A10SP.  A10A, the general partner of A10SP, may be deemed to have sole power to dispose of these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 291,963
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7%(1)
12 TYPE OF REPORTING PERSON* PN
         

 

(1) Based on 43,594,638 shares of Common Stock outstanding as of November 30, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 22207T101 13 G Page 4 of 15

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel X Associates L.L.C. (“A10A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
4,144,922 shares, of which 3,852,959 are directly owned by A10 and 291,963 are directly owned by A10SP.  A10A, the general partner of A10 and A10SP, may be deemed to have sole power to vote these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
4,144,922 shares, of which 3,852,959 are directly owned by A10 and 291,963 are directly owned by A10SP.  A10A, the general partner of A10 and A10SP, may be deemed to have sole power to dispose of these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,144,922
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.5%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 43,594,638 shares of Common Stock outstanding as of November 30, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 22207T101 13 G Page 5 of 15

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Investors 2008 L.L.C. (“AI08”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
402,927
6 SHARED VOTING POWER
0


 
  7 SOLE DISPOSITIVE POWER
402,927
  8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 402,927
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 43,594,638 shares of Common Stock outstanding as of November 30, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 22207T101 13 G Page 6 of 15

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund II L.P. (“AGF2”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
2,022,312 shares, all of which are directly owned by AGF2.  Accel Growth Fund II Associates L.L.C. (“AGF2A”), the general partner of AGF2, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
2,022,312 shares, all of which are directly owned by AGF2.  AGF2A, the general partner of AGF2, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,022,312
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.6%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 43,594,638 shares of Common Stock outstanding as of November 30, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 22207T101 13 G Page 7 of 15

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund II Strategic Partners L.P. (“AGF2SP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
146,484 shares, all of which are directly owned by AGF2SP.  AGF2A, the general partner of AGF2SP, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
146,484 shares, all of which are directly owned by AGF2SP.  AGF2A, the general partner of AGF2SP, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,484
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 43,594,638 shares of Common Stock outstanding as of November 30, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 22207T101 13 G Page 8 of 15

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund II Associates L.L.C. (“AGF2A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH

REPORTING
PERSON
WITH

 5 SOLE VOTING POWER
2,168,796 shares, of which 2,022,312 are directly owned by AGF2 and 146,484 are directly owned by AGF2SP.  AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
2,168,796 shares, of which 2,022,312 are directly owned by AGF2 and 146,484 are directly owned by AGF2SP.  AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,168,796
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0%(1)
12 TYPE OF REPORTING PERSON OO
         

(1) Based on 43,594,638 shares of Common Stock outstanding as of November 30, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 22207T101 13 G Page 9 of 15

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund Investors 2013 L.L.C. (“AGFI13”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
217,110
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
217,110
  8

SHARED DISPOSITIVE POWER

0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,110
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 43,594,638 shares of Common Stock outstanding as of November 30, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 22207T101 13 G Page 10 of 15

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kevin J. Efrusy ("KJE")

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
4,144,922 shares, of which 3,852,959 are directly owned by A10 and 291,963 are directly owned by A10SP.  A10A, the general partner of A10 and A10SP, may be deemed to have sole power to vote these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have sole power to vote these shares.
6

SHARED VOTING POWER

See response to row 5.

  7 SOLE DISPOSITIVE POWER
4,144,922 shares, of which 3,852,959 are directly owned by A10 and 291,963 are directly owned by A10SP.  A10A, the general partner of A10 and A10SP, may be deemed to have sole power to dispose of these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,144,922
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.5%(1)
12 TYPE OF REPORTING PERSON* IN
         

(1) Based on 43,594,638 shares of Common Stock outstanding as of November 30, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

 

 

 

 

CUSIP NO. 22207T101 13 G Page 11 of 15

 

  ITEM 1(A)

NAME OF ISSUER

 

Couchbase, Inc.

 

  ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

3250 Olcott Street

Santa Clara, California 95054

 

  ITEM 2(A).

NAME OF PERSONS FILING

 

This joint Schedule 13G is being filed by Accel X L.P. (“A10”), Accel X Strategic Partners L.P. (“A10SP”), Accel X Associates L.L.C. (“A10A”), Accel Investors 2008 L.L.C. (“AI08”), Accel Growth Fund II L.P. (“AGF2”), Accel Growth Fund II Strategic Partners L.P. (“AGF2SP”), Accel Growth Fund II Associates L.L.C. (“AGF2A”), Accel Growth Fund Investors 2013 L.L.C. (“AGFI13”), and Kevin J. Efrusy (“KJE”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

A10A, the general partner of A10 and A10SP, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by A10 and A10SP. KJE, a director of the issuer and managing member of A10A, may be deemed to have sole power to vote and sole power to dispose of these shares. AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by AGF2 and AGF2SP.

 

  ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

Accel Partners

500 University Avenue

Palo Alto, CA 94301

 

  ITEM 2(C).

CITIZENSHIP

 

A10, A10SP, AGF2, and AGF2SP are Delaware limited partnerships. A10A, AI08, AGF2A, and AGFI13 are Delaware limited liability companies. KJE is a United States Citizen.

 

  ITEM 2(D).

TITLE OF CLASS OF SECURITIES

 

Common Stock, $0.00001 par value per share

 

  ITEM 2(E).

CUSIP NUMBER

 

22207T101

 

  ITEM 3. Not Applicable
     
  ITEM 4.

OWNERSHIP


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a)

Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

             

 

 

 

CUSIP NO. 22207T101 13 G Page 12 of 15

 

  (b)

Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

  (ii)

Shared power to vote or to direct the vote:

             
             See Row 6 of cover page for each Reporting Person.

 

  (iii)

Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.
     

  (iv)

Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

  ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

   
  ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Under certain circumstances set forth in the limited partnership agreements of A10, A10SP, AGF2, and AGF2SP, and the limited liability company agreements of A10A, AI08, AGF2A, and AGFI13, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

  ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not Applicable.

 

  ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not Applicable.

 

  ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

 

Not Applicable.

     
  ITEM 10.

CERTIFICATION.

 

Not Applicable.

         

 

 

 

CUSIP NO. 22207T101 13 G Page 13 of 15

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 11, 2022

 

Entities:                   Accel X L.P.*

Accel X Strategic Partners L.P.*

Accel X Associates L.L.C.*

Accel Investors 2008 L.L.C.*

Accel Growth Fund II L.P.*

Accel Growth Fund II Strategic Partners L.P.*

Accel Growth Fund II Associates L.L.C.*

Accel Growth Fund Investors 2013 L.L.C.*

 

  By: /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact for
    the above-listed entities

 

Individuals:           Kevin J. Efrusy*

 

  By: /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact for
    the above-listed individual

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO. 22207T101 13 G Page 14 of 15

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A: Agreement of Joint Filing   15

 

 

 

 

CUSIP NO. 22207T101 13 G Page 15 of 15

 

EXHIBIT A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Couchbase, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 11, 2022

 

Entities:                   Accel X L.P.*

Accel X Strategic Partners L.P.*

Accel X Associates L.L.C.*

Accel Investors 2008 L.L.C.*

Accel Growth Fund II L.P.*

Accel Growth Fund II Strategic Partners L.P.*

Accel Growth Fund II Associates L.L.C.*

Accel Growth Fund Investors 2013 L.L.C.*

 

  By: /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact for
    the above-listed entities

 

Individuals:           Kevin J. Efrusy*

 

  By: /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact for
    the above-listed individual