Sec Form 4 Filing - SORENSON CAPITAL PARTNERS III, 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
SORENSON CAPITAL PARTNERS III, 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)
3400 ASHTON BOULEVARD, #400
3. Date of Earliest Transaction (MM/DD/YY)
07/26/2021
(Street)
LEHI, UT84043
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 3,248,392 A 3,406,128 I By: SCP Couchbase Acquisition, 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 F Preferred Stock ( 1 ) 07/26/2021 C 2,156,007 ( 1 ) ( 1 ) Common Stock 2,156,007 $ 0 0 I By: SCP Couchbase Acquisition, L.L.C. ( 2 ) ( 3 )
Series G Preferred Stock ( 1 ) 07/26/2021 C 1,024,048 ( 1 ) ( 1 ) Common Stock 1,092,385 $ 0 0 I By: SCP Couchbase Acquisition, L.L.C. ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SORENSON CAPITAL PARTNERS III, LP
3400 ASHTON BOULEVARD, #400
LEHI, UT84043
X
SORENSON CAPITAL PARTNERS III-A, LP
3400 ASHTON BOULEVARD, #400
LEHI, UT84043
X
SORENSON CAPITAL PARTNERS III-B, LP
3400 ASHTON BOULEVARD, #400
LEHI, UT84043
X
Signatures
Sorenson Capital Partners III, LP, /s/ Rob Rueckert, Authorized Signatory 07/26/2021
Signature of Reporting Person Date
Sorenson Capital Partners III-A, LP, /s/ Rob Rueckert, Authorized Signatory 07/26/2021
Signature of Reporting Person Date
Sorenson Capital Partners III-B, LP, /s/ Rob Rueckert, Authorized Signatory 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 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 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 )Sorenson Capital Partners III, LP ("SCP III"), Sorenson Capital Partners III-A, LP ("SCP III-A"), Sorenson Capital Partners III-B, LP ("SCP III-B") and Sorensen Capital Investment Partner III, LP ("SCIP III") are the members of SCP Couchbase Acquisition L.L.C. Sorenson Capital Associates III, LP is the general partner of each of SCP III, SCP III-A and SCP III-B. West Rim Capital Advisors, LP is the general partner of SCIP III. West Rim Capital Advisors, LLC ("West Rim Capital") is the general partner of each of Sorenson Capital Associates III, LP and West Rim Capital Advisors, LP. Rob Rueckert is a member of the Issuer's board of directors and the president of SCP Couchbase Acquisition, L.L.C. Each of Mark Ludwig, Ron Mika, Rob Rueckert and Luke Sorenson are partners of West Rim Capital and therefore may be deemed to have shared voting and dispositive power with respect to the shares held by SCP Couchbase Acquisition L.L.C.
( 3 )(continuation of FN 2): Each of the foregoing entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. The address for each of the Sorenson entities listed above is 3400 Ashton Boulevard #400, Lehi, Utah 84043.

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