SEC Form SC 13G/A filed by Couchbase Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Couchbase, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
22207T101
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| x |
Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 14 Pages
Exhibit Index Contained on Page 13
| CUSIP NO. 22207T101 | 13 G | Page 2 of 14 |
| 1 |
NAME OF REPORTING Accel X L.P. (“A10”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING |
5 | SOLE VOTING POWER 3,852,959 shares, all of which are directly owned by A10. Accel X Associates L.L.C. (“A10A”), the general partner of A10, may be deemed to have sole power to vote these shares, and Kevin Efrusy (“KJE”), a director of the issuer and managing member of A10A, may be deemed to have shared power to vote these shares. | ||
| PERSON WITH |
6 | SHARED VOTING POWER See response to row 5. | ||
| 7 | SOLE DISPOSITIVE POWER 3,852,959 shares, all of which are directly owned by A10. A10A, the general partner of A10, may be deemed to have sole power to dispose of these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have shared power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 3,852,959 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 8.5%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | PN | ||
(1) Based on 45,171,315 shares of Common Stock outstanding as of November 30, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on December 12, 2022 (the “Form 10-Q”).
| CUSIP NO. 22207T101 | 13 G | Page 3 of 14 |
| 1 |
NAME OF REPORTING Accel X Strategic Partners L.P. (“A10SP”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER 291,963 shares, all of which are directly owned by A10SP. A10A, the general partner of A10SP, may be deemed to have sole power to vote these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have shared power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| WITH | 7 | SOLE DISPOSITIVE POWER 291,963 shares, all of which are directly owned by A10SP. A10A, the general partner of A10SP, may be deemed to have sole power to dispose of these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 291,963 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.6%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | PN | ||
(1) Based on 45,171,315 shares of Common Stock outstanding as of November 30, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
| CUSIP NO. 22207T101 | 13 G | Page 4 of 14 |
| 1 |
NAME OF REPORTING PERSONS Accel X Associates L.L.C. (“A10A”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 4,144,922 shares, of which 3,852,959 are directly owned by A10 and 291,963 are directly owned by A10SP. A10A, the general partner of A10 and A10SP, may be deemed to have sole power to vote these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have shared power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 4,144,922 shares, of which 3,852,959 are directly owned by A10 and 291,963 are directly owned by A10SP. A10A, the general partner of A10 and A10SP, may be deemed to have sole power to dispose of these shares, and KJE, a director of the issuer and managing member of A10A, may be deemed to have shared power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 4,144,922 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 9.2%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | OO | ||
(1) Based on 45,171,315 shares of Common Stock outstanding as of November 30, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
| CUSIP NO. 22207T101 | 13 G | Page 5 of 14 |
| 1 |
NAME OF REPORTING Accel Investors 2008 L.L.C. (“AI08”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING |
5 | SOLE VOTING POWER 402,927 shares, all of which are directly owned by AI08, and KJE, a director of the issuer and managing member of AI08, may be deemed to have shared power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| PERSON WITH |
7 | SOLE DISPOSITIVE POWER 402,927 shares, all of which are directly owned by AI08, and KJE, a director of the issuer and managing member of AI08, may be deemed to have shared power to dispose of these shares. | ||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 402,927 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.9%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | OO | ||
(1) Based on 45,171,315 shares of Common Stock outstanding as of November 30, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
| CUSIP NO. 22207T101 | 13 G | Page 6 of 14 |
| 1 |
NAME OF REPORTING Accel Growth Fund II L.P. (“AGF2”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,022,312 shares, all of which are directly owned by AGF2. Accel Growth Fund II Associates L.L.C. (“AGF2A”), the general partner of AGF2, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 2,022,312 shares, all of which are directly owned by AGF2. AGF2A, the general partner of AGF2, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,022,312 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.5%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | PN | ||
(1) Based on 45,171,315 shares of Common Stock outstanding as of November 30, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
| CUSIP NO. 22207T101 | 13 G | Page 7 of 14 |
| 1 |
NAME OF REPORTING Accel Growth Fund II Strategic Partners L.P. (“AGF2SP”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 146,484 shares, all of which are directly owned by AGF2SP. AGF2A, the general partner of AGF2SP, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 146,484 shares, all of which are directly owned by AGF2SP. AGF2A, the general partner of AGF2SP, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 146,484 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.3%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | PN | ||
(1) Based on 45,171,315 shares of Common Stock outstanding as of November 30, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
| CUSIP NO. 22207T101 | 13 G | Page 8 of 14 |
| 1 |
NAME OF REPORTING PERSONS Accel Growth Fund II Associates L.L.C. (“AGF2A”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 2,168,796 shares, of which 2,022,312 are directly owned by AGF2 and 146,484 are directly owned by AGF2SP. AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 2,168,796 shares, of which 2,022,312 are directly owned by AGF2 and 146,484 are directly owned by AGF2SP. AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,168,796 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.8%(1) | ||
| 12 | TYPE OF REPORTING PERSON | OO | ||
(1) Based on 45,171,315 shares of Common Stock outstanding as of November 30, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
| CUSIP NO. 22207T101 | 13 G | Page 9 of 14 |
| 1 |
NAME OF REPORTING Accel Growth Fund Investors 2013 L.L.C. (“AGFI13”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 217,110 | ||
| 6 | SHARED VOTING POWER 0 | |||
| 7 | SOLE DISPOSITIVE POWER 217,110 | |||
| 8 |
SHARED DISPOSITIVE POWER 0 | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 217,110 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.5%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | OO | ||
(1) Based on 45,171,315 shares of Common Stock outstanding as of November 30, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
| CUSIP NO. 22207T101 | 13 G | Page 10 of 14 |
| 1 |
NAME OF REPORTING Kevin J. Efrusy ("KJE") | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 4,547,849 shares, of which 3,852,959 are directly owned by A10, 291,963 are directly owned by A10SP, and 402,927 are directly owned by AI08. A10A, the general partner of A10 and A10SP, may be deemed to have sole power to vote these shares. KJE, a director of the issuer and managing member of A10A and AI08, may be deemed to have shared power to vote these shares. | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 4,547,849 shares, of which 3,852,959 are directly owned by A10, 291,963 are directly owned by A10SP, and 402,927 are directly owned by AI08. A10A, the general partner of A10 and A10SP, may be deemed to have sole power to dispose of these shares. KJE, a director of the issuer and managing member of A10A and AI08, may be deemed to have shared power to dispose of these shares. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 4,547,849 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 10.1%(1) | ||
| 12 | TYPE OF REPORTING PERSON* | IN | ||
(1) Based on 45,171,315 shares of Common Stock outstanding as of November 30, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
| CUSIP NO. 22207T101 | 13 G | Page 11 of 14 |
This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13G initially filed with the United States Securities and Exchange Commission on February 14, 2022 (the “Original Schedule 13G”) by the Reporting Persons. The “Reporting Persons” are collectively, Accel X L.P. (“A10”), Accel X Strategic Partners L.P. (“A10SP”), Accel X Associates L.L.C. (“A10A”), Accel Investors 2008 L.L.C. (“AI08”), Accel Growth Fund II L.P. (“AGF2”), Accel Growth Fund II Strategic Partners L.P. (“AGF2SP”), Accel Growth Fund II Associates L.L.C. (“AGF2A”), Accel Growth Fund Investors 2013 L.L.C. (“AGFI13”), and Kevin J. Efrusy (“KJE”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13G.
| ITEM 4. |
OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| |||||
| (a) |
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |||||
| (b) |
Percent of Class:
See Row 11 of cover page for each Reporting Person.
| |||||
| (c) |
Number of shares as to which such person has:
| |||||
| (i) |
Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
| |||||
| (ii) |
Shared power to vote or to direct the vote: | |||||
| See Row 6 of cover page for each Reporting Person. | ||||||
| (iii) |
Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. | |
| (iv) |
Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
|
| CUSIP NO. 22207T101 | 13 G | Page 12 of 14 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
Entities: Accel X L.P.*
Accel X Strategic Partners L.P.*
Accel X Associates L.L.C.*
Accel Investors 2008 L.L.C.*
Accel Growth Fund II L.P.*
Accel Growth Fund II Strategic Partners L.P.*
Accel Growth Fund II Associates L.L.C.*
Accel Growth Fund Investors 2013 L.L.C.*
| By: | /s/ Tracy L. Sedlock | |
| Tracy L. Sedlock, Attorney-in-fact for | ||
| the above-listed entities |
Individuals: Kevin J. Efrusy*
| By: | /s/ Tracy L. Sedlock | |
| Tracy L. Sedlock, Attorney-in-fact for | ||
| the above-listed individual |
* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 22207T101 | 13 G | Page 13 of 14 |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 14 |
| CUSIP NO. 22207T101 | 13 G | Page 14 of 14 |
EXHIBIT A
Agreement of Joint Filing
The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Couchbase, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.