Form 4 Couchbase, Inc. For: Jul 26 Filed by: Mayfield XIII, a Cayman Islands Exempted Limited Partnership

July 26, 2021 9:31 PM EDT

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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 *
Mayfield XIII, a Cayman Islands Exempted Limited Partnership

(Last) (First) (Middle)
2484 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(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)
Code V Amount (A) or (D) Price
Common Stock 07/26/2021   C   3,251,435 A (1) 3,341,480 I Mayfield XIII, a Cayman Islands Exempted Limited Partnership (2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) 07/26/2021   C     1,909,090   (1)   (1) Common Stock 1,909,090 $ 0 0 I Mayfield XIII, a Cayman Islands Exempted Limited Partnership (2)
Series C Preferred Stock (1) 07/26/2021   C     715,278   (1)   (1) Common Stock 715,278 $ 0 0 I Mayfield XIII, a Cayman Islands Exempted Limited Partnership (2)
Series D Preferred Stock (1) 07/26/2021   C     258,017   (1)   (1) Common Stock 258,017 $ 0 0 I Mayfield XIII, a Cayman Islands Exempted Limited Partnership (2)
Series E Preferred Stock (1) 07/26/2021   C     120,645   (1)   (1) Common Stock 127,014 $ 0 0 I Mayfield XIII, a Cayman Islands Exempted Limited Partnership (2)
Series F Preferred Stock (1) 07/26/2021   C     169,212   (1)   (1) Common Stock 169,212 $ 0 0 I Mayfield XIII, a Cayman Islands Exempted Limited Partnership (2)
Series G Preferred Stock (1) 07/26/2021   C     68,269   (1)   (1) Common Stock 72,824 $ 0 0 I Mayfield XIII, a Cayman Islands Exempted Limited Partnership (2)
Explanation of Responses:
1. Immediately prior to the closing of the Issuer's initial public offering, each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series F Preferred Stock automatically converted into shares of the Issuer's Common Stock on a one-for-one basis, each share of Series E Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1.05279880234039-for-one basis, and each share of Series G Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1.06673317089756 basis. The preferred stock has no expiration date.
2. These shares are held of record by Mayfield XIII, a Cayman Islands Exempted Limited Partnership, or MF XIII. Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company, or MF XIII UGP, is the general partner of Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership, which is the general partner of MF XIII. Rajeev Batra, Navin Chaddha and Vaneeta Varma are the directors of MF XIII UGP. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the shares owned by MF XIII, but each such entity or person disclaims such beneficial ownership except to the extent of its or their pecuniary interest therein.
Mayfield XIII, a Cayman Islands Exempted Limited Partnership, By: Mayfield XIII Management (EGP), L.P., its general partner, By: Mayfield XIII Management (UGP), Ltd., its general partner, By: /s/ Paul Kohli, Authorized Signatory 07/26/2021
** Signature of Reporting Person Date
Mayfield XIII Management (EGP), L.P., By: Mayfield XIII Management (UGP), Ltd., its general partner, By: /s/ Paul Kohli, Authorized Signatory 07/26/2021
** Signature of Reporting Person Date
Mayfield XIII Management (UGP), Ltd., By: /s/ Paul Kohli, Authorized Signatory 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.
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