GPI Capital Gemini HoldCo LP - Jul 21, 2021 Form 3 Insider Report for Couchbase, Inc. (BASE)

Role: 10%+ Owner
Signature: GPI Capital Gemini HoldCo LP, By: Mateo Goldman, as Attorney in Fact
Stock symbol: BASE
Transactions as of: Jul 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/21/2021, 07:33 PM
Previous filing: Jun 14, 2021
Next filing: Jul 26, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BASE	Series G Preferred Stock							Jul 21, 2021	Common Stock	4.1M	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 an expected 1.06673317089756-for-one basis and has no expiration date.
F2	GPI Capital LLC is the sole member of GPI GP Limited, which is the general partner of GPI GP LP, which is the general partner of GPI Capital Gemini HoldCo LP, or GPI. Aleksander J. Migon is a member of the Issuer's board of directors and Messrs. Migon, William T. Royan and Khai Ha are Managing Partners and members of the Investment Committee of GPI Capital, LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by GPI. Messrs. Migon, Royan and Ha disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. The address for GPI is 1345 Avenue of the Americas, 32nd Floor, New York, New York 10105.

Content

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 an expected 1.06673317089756-for-one basis and has no expiration date.

GPI Capital LLC is the sole member of GPI GP Limited, which is the general partner of GPI GP LP, which is the general partner of GPI Capital Gemini HoldCo LP, or GPI. Aleksander J. Migon is a member of the Issuer's board of directors and Messrs. Migon, William T. Royan and Khai Ha are Managing Partners and members of the Investment Committee of GPI Capital, LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by GPI. Messrs. Migon, Royan and Ha disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. The address for GPI is 1345 Avenue of the Americas, 32nd Floor, New York, New York 10105.