UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 1 )
| Couchbase, Inc. |
| (Name of Issuer) |
| Common Stock, $0.00001 par value |
| (Title of Class of Securities) |
| 22207T101 |
| (CUSIP Number) |
| December 31, 2023 |
| (Date of Event Which Requires Filing of the 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) |
| CUSIP No. 22207T101 | 13G | Page 2 of 6 Pages |
| 1. |
NAME OF REPORTING PERSONS
West Rim Capital Associates II, L.P. |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
1,911,192 |
| 6. |
SHARED VOTING POWER
| |
| 7. |
SOLE DISPOSITIVE POWER
1,911,192 | |
| 8. |
SHARED DISPOSITIVE POWER
|
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,911,192 |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% |
| 12. |
TYPE OF REPORTING PERSON
IA |
| CUSIP No. 22207T101 | 13G | Page 3 of 6 Pages |
| Item 1(a). | Name of Issuer: |
| Couchbase, Inc. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
|
3250 Olcott Street, Santa Clara, CA 95054 | |
| Item 2(a). | Name of Person Filing: |
| West Rim Capital Associates II, L.P. | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
|
2801 North Thanksgiving Way, Suite 200 Lehi, Utah 84043 | |
| Item 2(c). | Citizenship: |
| The Investment Manager is a Delaware limited partnership. | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, $0.00001 par value | |
| Item 2(e). | CUSIP Number: |
| 22207T101 |
| CUSIP No. 22207T101 | 13G | Page 4 of 6 Pages |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
| 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.
West Rim Capital Associates II, LP
| (a) | Amount Beneficially Owned: | 1,911,192 | ||
| (b) | Percent of Class: | 4.0% | ||
| (c) | Number of shares as to which such person has: | |||
| (i) | sole power to vote or to direct the vote: | 1,911,192 | ||
| (ii) | shared power to vote or to direct the vote: | 0 | ||
| (iii) | sole power to dispose or to direct the disposition of: | 1,911,192 | ||
| (iv) | shared power to dispose or to direct the disposition of: | 0 | ||
| Item 5. | Ownership of Five Percent or Less of a Class: |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following box. x | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| Not applicable |
| CUSIP No. 22207T101 | 13G | Page 5 of 6 Pages |
| Item 8. | Identification and Classification of Members of the Group: |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group: |
| Not applicable | |
| Item 10. | Certifications: |
| Not applicable |
| CUSIP No. 22207T101 | 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 9, 2024
| West Rim Capital Associates II, L.P. | |||
| By: | /s/ Robert Rueckert | ||
| Name:Robert Rueckert | |||
Title: Managing Partner |
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