Sec Form 4 Filing - Henry Gregory N @ Couchbase, Inc. - 2022-06-16

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
Henry Gregory N
2. Issuer Name and Ticker or Trading Symbol
Couchbase, Inc. [ BASE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP & Chief Financial Officer
(Last) (First) (Middle)
C/O COUCHBASE, INC., 3250 OLCOTT STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2022
(Street)
SANTA CLARA, CA95054
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 06/16/2022 F 3,619( 1 ) D $ 14.6725 300,505( 2 ) I The Henry Family Trust
Common Stock 1,000( 3 ) D
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
Stock Option $ 4.675 ( 4 ) 11/29/2026 Common Stock 85,560( 5 ) 85,560 D
Stock Option $ 4.675 ( 4 ) 11/29/2026 Common Stock 207,658 207,658 I The Henry Family Trust
Stock Option $ 7.45 ( 6 ) 04/02/2028 Common Stock 7,583( 7 ) 7,583 D
Stock Option $ 7.45 ( 6 ) 04/02/2028 Common Stock 18,416 18,416 I The Henry Family Trust
Stock Option $ 7.475 ( 8 ) 06/13/2029 Common Stock 15,466( 9 ) 15,466 D
Stock Option $ 7.475 ( 8 ) 06/13/2029 Common Stock 24,534 24,534 I The Henry Family Trust
Stock Option $ 7.75 ( 10 ) 06/23/2030 Common Stock 10,833( 11 ) 10,833 D
Stock Option $ 7.75 ( 10 ) 06/23/2030 Common Stock 9,166 9,166 I The Henry Family Trust
Stock Option $ 21.4 ( 12 ) 03/09/2031 Common Stock 10,058( 13 ) 10,058 D
Stock Option $ 21.4 ( 12 ) 03/09/2031 Common Stock 69,941 69,941 I The Henry Family Trust
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Henry Gregory N
C/O COUCHBASE, INC.
3250 OLCOTT STREET
SANTA CLARA, CA95054
SVP & Chief Financial Officer
Signatures
/s/ Margaret Chow, by Power of Attorney for Gregory N. Henry 06/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
( 2 )Includes RSUs or performance-based restricted stock units ("PSUs"), each of which represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and the conditions of each RSU or PSU, respectively. On March 25, 2022, the Reporting Person transferred 170,000 PSUs to the Henry Family Trust, of which the Reporting Person serves as trustee. The Reporting Person and members of his immediate family are the sole beneficiaries of the trust. On March 25, 2022, the Reporting Person transferred 134,124 RSUs to The Henry Family Trust.
( 3 )Includes 1,000 shares acquired under the 2021 Employee Stock Purchase Plan on March 21, 2022.
( 4 )One fourth (1/4th) of the shares subject to the option vested on November 28, 2017 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.
( 5 )On March 14, 2022, the Reporting Person transferred a portion of the 293,218 shares subject to an option to the Henry Family Trust.
( 6 )One fourth (1/4th) of the shares subject to the option vested on February 1, 2019 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.
( 7 )On March 14, 2022, the Reporting Person transferred a portion of the 25,999 shares subject to an option to the Henry Family Trust.
( 8 )One fourth (1/4th) of the shares subject to the option vested on February 1, 2020 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.
( 9 )On March 14, 2022, the Reporting Person transferred a portion of the 40,000 shares subject to an option to the Henry Family Trust.
( 10 )One fourth (1/4th) of the shares subject to the option vested on February 1, 2021 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.
( 11 )On March 14, 2022, the Reporting Person transferred a portion of the 19,999 shares subject to an option to the Henry Family Trust.
( 12 )One fourth (1/4th) of the shares subject to the option vested on February 1, 2022 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.
( 13 )On March 14, 2022, the Reporting Person transferred a portion of the 79,999 shares subject to an option to the Henry Family Trust.

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 4(b)(v).
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