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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Couchbase, Inc. [ BASE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/13/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/13/2023 | J(1) | 847,205 | D | $0.00 | 3,005,754 | I | By: Accel X L.P.(2) | ||
Common Stock | 03/13/2023 | J(3) | 64,198 | D | $0.00 | 227,765 | I | By: Accel X Strategic Partners L.P.(2) | ||
Common Stock | 03/13/2023 | J(4) | 88,597 | D | $0.00 | 314,330 | I | By: Accel Investors 2008 L.L.C.(2) | ||
Common Stock | 03/13/2023 | J(5) | 13,364 | A | $0.00 | 13,364 | I | By: The Efrusy Family Trust u/a/d 10/21/2005(6) | ||
Common Stock | 2,022,312 | I | By: Accel Growth Fund II L.P.(2) | |||||||
Common Stock | 146,484 | I | By: Accel Growth Fund II Strategic Partners L.P.(2) | |||||||
Common Stock | 217,110 | I | By: Accel Growth Fund Investors 2013 L.L.C.(2) | |||||||
Common Stock | 11,659(7) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On March 13, 2023, Accel X LP distributed, for no consideration, 847,205 shares of Common Stock of the Issuer (the "Accel X LP Shares") to its limited partners and general partner, which shares were further distributed, representing each such partner's pro rata interest in such Accel X LP Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
2. Accel X Associates L.L.C. ("A10A") is the General Partner of both Accel X L.P. and Accel X Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Kevin J. Efrusy, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock and Richard P. Wong are the Managing Members of A10A and Accel Investors 2008 L.L.C., and therefore share the voting and investment powers. Accel Growth Fund II Associates L.L.C., or AGF2A, is the General Partner of both Accel Growth Fund II L.P. and Accel Growth Fund II Strategic Partners L.P., and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of AGF2A and Accel Growth Fund Investors 2013 L.L.C. and share such powers. Each person disclaims beneficial ownership except to the extent of their pecuniary interest therein. The address for all Accel entities listed above is 500 University Avenue, Palo Alto, California 94301. |
3. On March 13, 2023, Accel X Strategic Partners L.P. ("A10SP") distributed, for no consideration, 64,198 shares of Common Stock of the Issuer (the "A10SP Shares") to its limited partners and general partner, which shares were further distributed, representing each such partner's pro rata interest in such A10SP Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
4. On March 13, 2023, Accel Investors 2008 L.L.C. ("AI08") distributed for no consideration 88,597 shares of Common Stock of the Issuer (the "AI08 Shares") to its limited partners, representing each such partner's pro rata interest in such AI08 Shares. All of the aforementioned distributions were made in accordance with the exceptions afforded by Rules 16a-13 and 16a-9 of the Securities and Exchange Act of 1934, as amended. |
5. Reflects shares of Common Stock of the Issuer as distributed by Accel Investors 2008 L.L.C. and Accel X Associates L.L.C., for no consideration, to the Trust. |
6. Shares held by The Efrusy Family Trust u/a/d 10/21/2005 (the "Trust"), of which Mr. Efrusy is a Trustee. The Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
7. Represents restricted stock units ("RSUs") of the Issuer. Each unit represents a contingent right to receive one share of the Issuer's common stock upon vesting. One hundred percent (100%) of the RSUs will, subject to the Reporting Person's continued service with the Issuer through such vesting date, vest on the earlier of (i) the one-year anniversary of the date the annual award is granted or (ii) the day prior to the date of the Annual Meeting next following the date the annual award is granted. |
Remarks: |
/s/ Margaret Chow, by Power of Attorney for Kevin Efrusy | 03/15/2023 | |
** 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). | ||
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. |