Sorenson Capital Partners III, Lp - Jul 21, 2021 Form 3/A - Amendment Insider Report for Couchbase, Inc. (BASE)

Role
10%+ Owner
Signature
Sorenson Capital Partners III, LP, /s/ Rob Rueckert, Authorized Signatory
Stock symbol
BASE
Transactions as of
Jul 21, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
8/11/2021, 03:46 PM
Date Of Original Report
Jul 21, 2021
Next filing
Aug 11, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BASE Common Stock 158K Jul 21, 2021 By: SCP Couchbase Acquisition, L.L.C. F1, F2

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 F Preferred Stock Jul 21, 2021 Common Stock 2.16M $0.00 By: SCP Couchbase Acquisition, L.L.C. F1, F2, F3
holding BASE Series G Preferred Stock Jul 21, 2021 Common Stock 1.02M $0.00 By: SCP Couchbase Acquisition, L.L.C. F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Sorenson Capital Partners III, LP ("SCP III"), Sorenson Capital Partners III-A, LP ("SCP III-A"), Sorenson Capital Partners III-B, LP ("SCP III-B") and Sorensen Capital Investment Partners III, LP ("SCIP III") are the members of SCP Couchbase Acquisition L.L.C. Sorenson Capital Associates III, LP ("SCA III") is the general partner of each of SCP III, SCP III-A and SCP III-B. West Rim Capital Advisors, LP ("West Rim Capital LP") is the general partner of SCIP III. West Rim Capital Advisors, LLC ("West Rim Capital") is the general partner of each of SCA III and West Rim Capital LP. Rob Rueckert is a member of the Issuer's board of directors and the president of SCP Couchbase Acquisition, L.L.C. Each of Mark Ludwig, Ron Mika, Rob Rueckert and Luke Sorenson are partners of West Rim Capital and therefore may be deemed to have shared voting and dispositive power with respect to the shares held by SCP Couchbase Acquisition L.L.C.
F2 (continuation of FN 1): Each of the foregoing entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. The address for each of the Sorenson entities listed above is 3400 Ashton Boulevard #400, Lehi, Utah 84043.
F3 Immediately prior to the completion of the Issuer's initial public offering, each share of 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.
F4 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.

Remarks:

On July 21, 2021, SCP III, SCP III-A and SCP III-B filed a Form 3 (the "Original Form 3") with respect to shares of Common Stock, Series F Preferred Stock and Series G Preferred Stock held by SCP Couchbase Acquisition L.L.C., of which SCP III, SCP III-A, SCP III-B and SCIP III are members and for which Rob Rueckert serves as president. The purpose of this amendment is solely to ensure that the Central Index Keys for SCIP III, SCA III, West Rim Capital LP, West Rim Capital and SCP Couchbase Acquisition L.L.C. are included with respect to the Original Form 3 filing. No substantial amendments are being made to the contents of the Original Form 3.