Sec Form 4 Filing - Accel X LP @ Couchbase, Inc. - 2023-03-13

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)
03/13/2023
(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 03/13/2023 J( 1 ) 847,205 D $ 0 3,005,754 D
Common Stock 03/13/2023 J( 2 ) 64,198 D $ 0 227,765 I By: Accel X Strategic Partners L.P. ( 3 )
Common Stock 03/13/2023 J( 4 ) 88,597 D $ 0 314,330 I By: Accel Investors 2008 L.L.C. ( 3 )
Common Stock 2,022,312 I By: Accel Growth Fund II L.P. ( 3 )
Common Stock 146,484 I By: Accel Growth Fund II Strategic Partners L.P. ( 3 )
Common Stock 217,110 I By: Accel Growth Fund Investors 2013 L.L.C. ( 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
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. 03/15/2023
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel X Strategic Partners L.P. 03/15/2023
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel X Associates L.L.C. 03/15/2023
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Investors 2008 L.L.C. 03/15/2023
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund II L.P. 03/13/2023
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund II Strategic Partners L.P. 03/15/2023
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund II Associates L.L.C. 03/15/2023
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Growth Fund Investors 2013 L.L.C. 03/15/2023
Signature of Reporting Person Date
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 )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.
( 3 )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.
( 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.

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