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 | 192,234 | I | By: North Bridge Venture Partners 7, L.P.(1) |
Common Stock | 82,378 | I | By: North Bridge Venture Partners VI, L.P.(2) |
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 A Preferred Stock | (3) | (3) | Common Stock | 643,708 | $0.00 | I | By: North Bridge Venture Partners 7, L.P.(1) |
Series A Preferred Stock | (3) | (3) | Common Stock | 643,708 | $0.00 | I | By: North Bridge Venture Partners VI, L.P.(2) |
Series B Preferred Stock | (3) | (3) | Common Stock | 498,927 | $0.00 | I | By: North Bridge Venture Partners 7, L.P.(1) |
Series B Preferred Stock | (3) | (3) | Common Stock | 498,927 | $0.00 | I | By: North Bridge Venture Partners VI, L.P.(2) |
Series C Preferred Stock | (3) | (3) | Common Stock | 317,901 | $0.00 | I | By: North Bridge Venture Partners 7, L.P.(1) |
Series C Preferred Stock | (3) | (3) | Common Stock | 317,901 | $0.00 | I | By: North Bridge Venture Partners VI, L.P.(2) |
Series D Preferred Stock | (3) | (3) | Common Stock | 201,031 | $0.00 | I | By: North Bridge Venture Partners 7, L.P.(1) |
Series D Preferred Stock | (3) | (3) | Common Stock | 86,156 | $0.00 | I | By: North Bridge Venture Partners VI, L.P.(2) |
Series E Preferred Stock | (4) | (4) | Common Stock | 98,962 | $0.00 | I | By: North Bridge Venture Partners 7, L.P.(1) |
Series E Preferred Stock | (4) | (4) | Common Stock | 42,411 | $0.00 | I | By: North Bridge Venture Partners VI, L.P.(2) |
Series F Preferred Stock | (3) | (3) | Common Stock | 131,840 | $0.00 | I | By: North Bridge Venture Partners 7, L.P.(1) |
Series F Preferred Stock | (3) | (3) | Common Stock | 56,502 | $0.00 | I | By: North Bridge Venture Partners VI, L.P.(2) |
Series G Preferred Stock | (5) | (5) | Common Stock | 509,778 | $0.00 | I | By: North Bridge Venture Partners 7, L.P.(1) |
Series G Preferred Stock | (5) | (5) | Common Stock | 218,476 | $0.00 | I | By: North Bridge Venture Partners VI, L.P.(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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 Edward T. Anderson, a member of the Issuer's board of directors, and Richard A. D'Amore are the managers 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. |
2. 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. |
3. The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock is convertible at any time at the holder's election and has no expiration date. Each such share of preferred stock shall be 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. |
4. The Series E Preferred Stock is convertible at any time at the holder's election and has no expiration date. Each share of Series E Preferred Stock shall be 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. |
5. The Series G Preferred Stock is convertible at any time at the holder's election and has no expiration date. Each share of Series G Preferred Stock shall be automatically converted into shares of the Issuer's Common Stock on an expected 1.06673317089756-for-one basis immediately prior to the completion of the Issuer's initial public offering for no additional consideration and as described in Amendment No. 1 to the Issuer's Registration Statement on Form S-1 and filed with the United States Securities Commission on July 12, 2021. |
Remarks: |
NBVM GP, LLC, /s/ Edward T. Anderson, Manager of NBVM GP | 07/21/2021 | |
North Bridge Venture Partners 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management 7, L.P., general partner of North Bridge Venture Partners 7, L.P. | 07/21/2021 | |
/s/ Richard A. D'Amore | 07/21/2021 | |
North Bridge Venture Partners VI, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management VI, L.P., general partner of North Bridge Venture Partners VI, L.P. | 07/21/2021 | |
North Bridge Venture Management VI, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management VI, L.P. | 07/21/2021 | |
North Bridge Venture Management 7, L.P., /s/ Edward T. Anderson, Manager of NBVM GP, general partner of North Bridge Venture Management V, L.P. | 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. |