Sec Form 4 Filing - EFRUSY KEVIN @ Couchbase, Inc. - 2024-05-30

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
EFRUSY KEVIN
2. Issuer Name and Ticker or Trading Symbol
Couchbase, Inc. [ BASE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O COUCHBASE, INC., 3250 OLCOTT STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/30/2024
(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 05/30/2024 A 6,494 ( 1 ) A $ 0 28,027 D
Common Stock 548,874 ( 2 ) I Accel X L.P. ( 3 )
Common Stock 146,484 I Accel Growth Fund II Strategic Partners L.P. ( 3 )
Common Stock 217,110 I Accel Growth Fund Investors 2013 L.L.C. ( 3 )
Common Stock 41,585 ( 4 ) I Accel X Strategic Partners L.P. ( 3 )
Common Stock 2,022,312 I Accel Growth Fund II L.P. ( 3 )
Common Stock 57,390 ( 5 ) I Accel Investors 2008 L.L.C. ( 3 )
Common Stock 560 ( 6 ) I Accel X Associates L.L.C. ( 3 )
Common Stock 35,592 ( 7 ) I The Efrusy Family Trust u/a/d 10/21/2005 ( 8 )
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
EFRUSY KEVIN
C/O COUCHBASE, INC.
3250 OLCOTT STREET
SANTA CLARA, CA95054
X
Signatures
/s/ Margaret Chow, by Power of Attorney for Kevin Efrusy 06/03/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This represents an award of restricted stock units to the Issuer's non-employee director. Each unit represents a contingent right to receive one share of the Issuer's common stock upon vesting. One hundred percent (100%) of the restricted stock units will, subject to the Reporting Person's continued service with the Issuer through such vesting date, vest on the earlier of (i) the one-year anniversary of the date the annual award is granted or (ii) the day prior to the date of the Annual Meeting next following the date the annual award is granted.
( 2 )Reflects distributions of (i) 423,600 shares of the Issuer's common stock, (ii) 423,600 shares of the Issuer's common stock, and (iii) 550,680 shares of the Issuer's common stock, in each case distributed by Accel X L.P. to its limited partners and general partner, which shares were further distributed, representing each such partner's pro rata interest in such shares distributed, for no consideration on December 18, 2023, January 8, 2024, and March 7, 2024, respectively, 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, 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, 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 )Reflects distributions of (i) 32,100 shares of the Issuer's common stock, (ii) 32,100 shares of the Issuer's common stock, and (iii) 41,730 shares of the Issuer's common stock, in each case distributed by Accel X Strategic Partners L.P. to its limited partners and general partner, which shares were further distributed, representing each such partner's pro rata interest in such shares distributed, for no consideration on December 18, 2023, January 8, 2024, and March 7, 2024, respectively, in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
( 5 )Reflects distributions of (i) 44,300 shares of the Issuer's common stock, (ii) 44,300 shares of the Issuer's common stock, and (iii) 57,590 shares of the Issuer's common stock, in each case distributed by Accel Investors 2008 L.L.C. to its limited partners and general partner, which shares were further distributed, representing each such partner's pro rata interest in such shares distributed, for no consideration on December 18, 2023, January 8, 2024, and March 7, 2024, respectively, in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
( 6 )Reflects distribution of (i) 476 shares of the Issuer's common stock by Accel X L.P. and (ii) 84 shares of the Issuer's common stock by Accel X Strategic Partners L.P., in each case distributed to A10A for no consideration on March 7, 2024, in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
( 7 )Reflects distributions of (i) 7,521 shares of the Issuer's common stock, (ii) 6,396 shares of the Issuer's common stock, and (iii) 210 shares of the Issuer's common stock, in each case distributed to The Efrusy Family Trust u/a/d 10/21/2005 (the "Trust"), of which Mr. Efrusy is a Trustee, for no consideration on December 18, 2023, January 8, 2024, and March 7, 2024, respectively, in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
( 8 )Shares held by the Trust. The Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

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