Sec Form 4 Filing - Accel X LP @ Couchbase, Inc. - 2021-07-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Accel X LP
2. Issuer Name and Ticker or Trading Symbol
Couchbase, Inc. [ BASE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
500 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
07/26/2021
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/26/2021 C 3,588,629 A 3,852,959 D ( 2 ) ( 3 )
Common Stock 07/26/2021 C 271,940 A 291,963 I By: Accel X Strategic Partners L.P. ( 2 ) ( 3 )
Common Stock 07/26/2021 C 1,682,587 A 2,022,312 I By: Accel Growth Fund II L.P. ( 2 ) ( 3 )
Common Stock 07/26/2021 C 121,884 A 146,484 I By: Accel Growth Fund II Strategic Partners L.P. ( 2 ) ( 3 )
Common Stock 07/26/2021 C 180,644 A 217,110 I By: Accel Growth Fund Investors 2013 L.L.C. ( 2 ) ( 3 )
Common Stock 07/26/2021 C 375,294 A 402,927 I By: Accel Investors 2008 L.L.C. ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series A Preferred Stock ( 1 ) 07/26/2021 C 1,636,046 ( 1 ) ( 1 ) Common Stock 1,636,046 $ 0 0 D ( 2 ) ( 3 )
Series A Preferred Stock ( 1 ) 07/26/2021 C 123,978 ( 1 ) ( 1 ) Common Stock 123,978 $ 0 0 I By: Accel X Strategic Partners L.P. ( 2 ) ( 3 )
Series A Preferred Stock ( 1 ) 07/26/2021 C 171,097 ( 1 ) ( 1 ) Common Stock 171,097 $ 0 0 I By: Accel Investors 2008 L.L.C. ( 2 ) ( 3 )
Series B Preferred Stock ( 1 ) 07/26/2021 C 874,690 ( 1 ) ( 1 ) Common Stock 874,690 $ 0 0 D ( 2 ) ( 3 )
Series B Preferred Stock ( 1 ) 07/26/2021 C 66,283 ( 1 ) ( 1 ) Common Stock 66,283 $ 0 0 I By: Accel X Strategic Partners L.P. ( 2 ) ( 3 )
Series B Preferred Stock ( 1 ) 07/26/2021 C 91,474 ( 1 ) ( 1 ) Common Stock 91,474 $ 0 0 I By: Accel Investors 2008 L.L.C. ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) 07/26/2021 C 336,658 ( 1 ) ( 1 ) Common Stock 336,658 $ 0 0 D ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) 07/26/2021 C 25,511 ( 1 ) ( 1 ) Common Stock 25,511 $ 0 0 I By: Accel X Strategic Partners L.P. ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) 07/26/2021 C 35,207 ( 1 ) ( 1 ) Common Stock 35,207 $ 0 0 I By: Accel Investors 2008 L.L.C. ( 2 ) ( 3 )
Series D Preferred Stock ( 1 ) 07/26/2021 C 279,944 ( 1 ) ( 1 ) Common Stock 279,944 $ 0 0 D ( 2 ) ( 3 )
Series D Preferred Stock ( 1 ) 07/26/2021 C 21,214 ( 1 ) ( 1 ) Common Stock 21,214 $ 0 0 I By: Accel X Strategic Partners L.P. ( 2 ) ( 3 )
Series D Preferred Stock ( 1 ) 07/26/2021 C 29,276 ( 1 ) ( 1 ) Common Stock 29,276 $ 0 0 I By: Accel Investors 2008 L.L.C. ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) 07/26/2021 C 130,898 ( 1 ) ( 1 ) Common Stock 137,809 $ 0 0 D ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) 07/26/2021 C 9,919 ( 1 ) ( 1 ) Common Stock 10,442 $ 0 0 I By: Accel X Strategic Partners L.P. ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) 07/26/2021 C 1,083,886 ( 1 ) ( 1 ) Common Stock 1,141,113 $ 0 0 I By: Accel Growth Fund II L.P. ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) 07/26/2021 C 78,516 ( 1 ) ( 1 ) Common Stock 82,661 $ 0 0 I By: Accel Growth Fund II Strategic Partners L.P. ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) 07/26/2021 C 116,368 ( 1 ) ( 1 ) Common Stock 122,512 $ 0 0 I By: Accel Growth Fund Investors 2013 L.L.C. ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) 07/26/2021 C 13,689 ( 1 ) ( 1 ) Common Stock 14,411 $ 0 0 I By: Accel Investors 2008 L.L.C. ( 2 ) ( 3 )
Series F Preferred Stock ( 1 ) 07/26/2021 C 92,672 ( 1 ) ( 1 ) Common Stock 92,672 $ 0 0 D ( 2 ) ( 3 )
Series F Preferred Stock ( 1 ) 07/26/2021 C 7,022 ( 1 ) ( 1 ) Common Stock 7,022 $ 0 0 I By: Accel X Strategic Partners L.P. ( 2 ) ( 3 )
Series F Preferred Stock ( 1 ) 07/26/2021 C 155,124 ( 1 ) ( 1 ) Common Stock 155,124 $ 0 0 I By: Accel Growth Fund II L.P. ( 2 ) ( 3 )
Series F Preferred Stock ( 1 ) 07/26/2021 C 11,237 ( 1 ) ( 1 ) Common Stock 11,237 $ 0 0 I By: Accel Growth Fund II Strategic Partners L.P. ( 2 ) ( 3 )
Series F Preferred Stock ( 1 ) 07/26/2021 C 16,654 ( 1 ) ( 1 ) Common Stock 16,654 $ 0 0 I By: Accel Growth Fund Investors 2013 L.L.C. ( 2 ) ( 3 )
Series F Preferred Stock ( 1 ) 07/26/2021 C 9,691 ( 1 ) ( 1 ) Common Stock 9,691 $ 0 0 I By: Accel Investors 2008 L.L.C. ( 2 ) ( 3 )
Series G Preferred Stock ( 1 ) 07/26/2021 C 216,371 ( 1 ) ( 1 ) Common Stock 230,810 $ 0 0 D ( 2 ) ( 3 )
Series G Preferred Stock ( 1 ) 07/26/2021 C 16,396 ( 1 ) ( 1 ) Common Stock 17,490 $ 0 0 I By: Accel X Strategic Partners L.P. ( 2 ) ( 3 )
Series G Preferred Stock ( 1 ) 07/26/2021 C 362,181 ( 1 ) ( 1 ) Common Stock 386,350 $ 0 0 I By: Accel Growth Fund II L.P. ( 2 ) ( 3 )
Series G Preferred Stock ( 1 ) 07/26/2021 C 26,236 ( 1 ) ( 1 ) Common Stock 27,986 $ 0 0 I By: Accel Growth Fund II Strategic Partners L.P. ( 2 ) ( 3 )
Series G Preferred Stock ( 1 ) 07/26/2021 C 38,884 ( 1 ) ( 1 ) Common Stock 41,478 $ 0 0 I By: Accel Growth Fund Investors 2013 L.L.C. ( 2 ) ( 3 )
Series G Preferred Stock ( 1 ) 07/26/2021 C 22,628 ( 1 ) ( 1 ) Common Stock 24,138 $ 0 0 I By: Accel Investors 2008 L.L.C. ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Accel X LP
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
ACCEL X STRATEGIC PARTNERS LP
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel X Associates L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Investors 2008 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Growth Fund II L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Growth Fund II Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Growth Fund II Associates L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Growth Fund Investors 2013 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Signatures
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel X L.P. 07/26/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel X Strategic Partners L.P. 07/26/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel X Associates L.L.C. 07/26/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Investors 2008 L.L.C. 07/26/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund II L.P. 07/26/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund II Strategic Partners L.P. 07/26/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund II Associates L.L.C. 07/26/2021
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund Investors 2013 L.L.C. 07/26/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the completion of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock is convertible into shares of the Issuer's Common Stock, par value $0.00001 per share, on a one-for-one basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, each share of Series E Preferred Stock is convertible into shares of the Issuer's Common Stock, par value $0.00001 per share, on a 1.05279880234039-for-one basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, each share of Series G Preferred Stock is convertible into shares of the Issuer's Common Stock, par value $0.00001 per share, on a 1.06673317089756-for-one basis and has no expiration date.
( 2 )Kevin J. Efrusy is a Managing Member of Accel X Associates L.L.C., or A10A, which 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 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 share such powers. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2013 L.L.C.,
( 3 )(continuation of FN 2): and therefore share the voting and investment powers.Each general partner or manager 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.

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