Form 4 Couchbase, Inc. For: Jul 26 Filed by: Accel X LP

July 26, 2021 9:35 PM EDT

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Accel X LP

(Last)

(First)

(Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/26/2021		C		3,588,629	A	⁽¹⁾	3,852,959	D ⁽²⁾ ⁽³⁾
Common Stock	07/26/2021		C		271,940	A	⁽¹⁾	291,963	I	By: Accel X Strategic Partners L.P. ⁽²⁾ ⁽³⁾
Common Stock	07/26/2021		C		1,682,587	A	⁽¹⁾	2,022,312	I	By: Accel Growth Fund II L.P. ⁽²⁾ ⁽³⁾
Common Stock	07/26/2021		C		121,884	A	⁽¹⁾	146,484	I	By: Accel Growth Fund II Strategic Partners L.P. ⁽²⁾ ⁽³⁾
Common Stock	07/26/2021		C		180,644	A	⁽¹⁾	217,110	I	By: Accel Growth Fund Investors 2013 L.L.C. ⁽²⁾ ⁽³⁾
Common Stock	07/26/2021		C		375,294	A	⁽¹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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.

	/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
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Form 4 Couchbase, Inc. For: Jul 26 Filed by: Accel X LP

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