SORENSON CAPITAL PARTNERS III, LP - 26 Jul 2021 Form 4/A - Amendment Insider Report for Couchbase, Inc. (BASE)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4/A - Amendment
Accepted by SEC
11 Aug 2021, 15:50:42 UTC
Original report date
26 Jul 2021
Prior SEC filing
11 Aug 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Sorenson Capital Partners III, LP, /s/ Rob Rueckert, Authorized Signatory

Key filing fact

SORENSON CAPITAL PARTNERS III, LP filed Form 4/A - Amendment for Couchbase, Inc. (BASE) on 11 Aug 2021.

Key facts

  • This page summarizes SORENSON CAPITAL PARTNERS III, LP's Form 4/A - Amendment filing for Couchbase, Inc. (BASE).
  • 3 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 11 Aug 2021, 15:50.

Change

  • Previous filing in this sequence was filed on 11 Aug 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4/A - Amendment disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BASE transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+3,248,392
Change %
+2059%
Price
Shares after
3,406,128
Date
26 Jul 2021
Ownership
By: SCP Couchbase Acquisition, L.L.C.
Footnotes
F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BASE transaction Derivative

Series F Preferred Stock

Conversion of derivative security

Transaction value
$0
Shares
-2,156,007
Change %
-100%
Price
$0.000000*
Shares after
0
Date
26 Jul 2021
Ownership
By: SCP Couchbase Acquisition, L.L.C.
Underlying class
Common Stock
Underlying amount
2,156,007
Exercise price
Footnotes
F1, F2, F3
BASE transaction Derivative

Series G Preferred Stock

Conversion of derivative security

Transaction value
$0
Shares
-1,024,048
Change %
-100%
Price
$0.000000*
Shares after
0
Date
26 Jul 2021
Ownership
By: SCP Couchbase Acquisition, L.L.C.
Underlying class
Common Stock
Underlying amount
1,092,385
Exercise price
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

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. 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.

Footnote F2

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 Partner 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.

Footnote F3

(continuation of FN 2): 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.

SEC remarks

On July 26, 2021, SCP III, SCP III-A and SCP III-B filed a Form 4 (the "Original Form 4") 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 4 filing. No substantial amendments are being made to the contents of the Original Form 4.

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