SEC Form SC 13G/A filed by Couchbase Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
COUCHBASE, INC.
(Name of Issuer)
Common stock, par value $0.00001 per share
(Title of Class of Securities)
22207T101
(CUSIP Number)
March 8, 2024
(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).
CUSIP No. 22207T101
| 1. | Names of Reporting Persons GPI Capital Gemini HoldCo LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
| 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 3,119,543 | ||||
| 6. | Shared Voting Power 0 | |||||
| 7. | Sole Dispositive Power 3,119,543 | |||||
| 8. | Shared Dispositive Power 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,119,543 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 6.3%(1) | |||||
| 12. | Type of Reporting Person (See Instructions) PN | |||||
CUSIP No. 22207T101
| 1. | Names of Reporting Persons GPI GP LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power 3,119,543 | ||||
| 6. | Shared Voting Power 0 | |||||
| 7. | Sole Dispositive Power 3,119,543 | |||||
| 8. | Shared Dispositive Power 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,119,543 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 6.3%(1) | |||||
| 12. | Type of Reporting Person (See Instructions) FI | |||||
CUSIP No. 22207T101
| 1. | Names of Reporting Persons GPI GP Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power 3,119,543 | ||||
| 6. | Shared Voting Power 0 | |||||
| 7. | Sole Dispositive Power 3,119,543 | |||||
| 8. | Shared Dispositive Power 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,119,543 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 6.3%(1) | |||||
| 12. | Type of Reporting Person (See Instructions) FI | |||||
CUSIP No. 22207T101
| 1. | Names of Reporting Persons GPI Capital, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
| 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 3,119,543 | ||||
| 6. | Shared Voting Power 0 | |||||
| 7. | Sole Dispositive Power 3,119,543 | |||||
| 8. | Shared Dispositive Power 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,119,543 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 6.3%(1) | |||||
| 12. | Type of Reporting Person (See Instructions) OO | |||||
CUSIP No. 22207T101
| 1. | Names of Reporting Persons Aleksander Migon | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization Canada | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power 26,174 | ||||
| 6. | Shared Voting Power 3,119,543 | |||||
| 7. | Sole Dispositive Power 26,174 | |||||
| 8. | Shared Dispositive Power 3,119,543 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,145,717 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 6.4%(1) | |||||
| 12. | Type of Reporting Person (See Instructions) IN | |||||
CUSIP No. 22207T101
| 1. | Names of Reporting Persons William T. Royan | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization United States | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 3,119,543 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 3,119,543 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,119,543 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 6.3%(1) | |||||
| 12. | Type of Reporting Person (See Instructions) IN | |||||
CUSIP No. 22207T101
| 1. | Names of Reporting Persons Khai Ha | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization Canada | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 3,119,543 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 3,119,543 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,119,543 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9) 6.3%(1) | |||||
| 12. | Type of Reporting Person (See Instructions) IN | |||||
| (1) | Calculated pursuant to Rule 13d-3. See Item 4 |
| Item 1(a). | Name of Issuer |
Couchbase, Inc. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
3250 Olcott Street
Santa Clara, CA 95054
| Item 2(a). | Names of Persons Filing |
This Schedule 13G is jointly filed by and on behalf of each of the following:
(i) GPI Capital Gemini HoldCo LP;
(ii) GPI GP LP;
(iii) GPI GP Limited;
(iv) GPI Capital, LLC;
(v) Aleksander Migon
(vi) William T. Royan; and
(vii) Khai Ha (collectively, the “Reporting Persons”).
GPI GP LP is the general partner of GPI Capital Gemini HoldCo LP. GPI GP Limited is the general partner of GPI GP LP. GPI Capital, LLC is the sole member of GPI GP Limited. Messrs. Royan, Ha and Migon were the members of the Investment Committee of GPI Capital, LLC as of May 14, 2024. Mr. Migon is a member of the Issuer’s board of directors.
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
The principal business office for the Reporting Persons is:
1345 Avenue of the Americas, 32nd Floor
New York, NY 10105
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Common stock, $0.00001 par value per share (“Common Stock”).
| Item 2(e). | CUSIP Number |
22207T101.
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| Item 4. | Ownership |
The responses to Items 5-11 of the cover pages for each Reporting Person under this Schedule 13G are incorporated herein by reference for each such Reporting Person.
The ownership percentages are calculated pursuant to Rule 13d-3 of the Act and are based on an aggregate of 49,262,707 shares of Common Stock outstanding as of February 29, 2024, as reported by the Issuer on its Annual Report on Form 10-K as filed by the Issuer with the Securities and Exchange Commission on March 26, 2024.
As of May 14, 2024, GPI Capital Gemini HoldCo LP directly held and may have been deemed to be the beneficial owner of, and have voting and dispositive power over, 3,119,543 shares of Common Stock, which represent 6.3% of the total number of shares of Common Stock outstanding.
Each of GPI GP LP (as the general partner of GPI Capital Gemini HoldCo LP), GPI GP Limited (as the general partner of GPI GP LP), GPI Capital, LLC (as the sole member of GPI GP Limited), and each of Aleksander Migon, William T. Royan and Khai Ha (as the members of the Investment Committee of GPI Capital, LLC) may as of May 14, 2024 be deemed to be the beneficial owner of, and have voting and dispositive power over the shares of Common Stock owned by GPI Capital Gemini HoldCo LP, for an aggregate of 3,119,543 shares of Common Stock, representing 6.3% of the total shares of Common Stock issued and outstanding as of such time, but each disclaims beneficial ownership of such shares of Common Stock.
On March 15, 2023, restricted stock units in an amount equivalent to 628 shares of Common Stock were issued to Mr. Aleksander Migon pursuant to the Issuer’s non-employee director compensation program, which provides for grants of restricted stock units as compensation for service on the Issuer’s board of directors. Further grants of restricted stock units were awarded to Mr. Aleksander Migon as compensation for service on the Issuer’s board of directors in an amount equivalent to (i) 9,874 shares of Common Stock on June 1, 2023, (ii) 543 shares of Common Stock on June 15, 2023, (iii) 592 shares of Common Stock on September 15, 2023, (iv) 505 shares of Common Stock on December 15, 2023 and (v) 360 shares of Common Stock on March 15, 2024. In addition, restricted stock units in an amount equivalent to 13,672 shares of Common Stock were also issued to Mr. Aleksander Migon pursuant to the Issuer’s non-employee director compensation program prior to 2023.
Pursuant to Rule 13d-1(d)(k)(1) under the Securities Exchange Act of 1934, as amended, and as provided in the Joint Filing Agreement filed as Exhibit 99.1 hereto, each Reporting Person has agreed to file one statement on Schedule 13G, including any amendments thereto.
The filing of this Schedule 13G shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this statement.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
SIGNATURE
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: May 14, 2024 | GPI CAPITAL GEMINI HOLDCO LP | ||
| By: | GPI GP LP, its general partner | ||
| By: | GPI GP Limited, its general partner | ||
| By: | GPI Capital, LLC, its sole member | ||
| By: | /s/ Khai Ha | ||
| Name: | Khai Ha | ||
| Title: | Authorized Signatory | ||
| GPI GP LP | |||
| By: | By GPI GP Limited, its general partner | ||
| By: | GPI Capital, LLC, its sole member | ||
| By: | /s/ Khai Ha | ||
| Name: | Khai Ha | ||
| Title: | Authorized Signatory | ||
| GPI GP LIMITED | |||
| By: | GPI Capital, LLC, its sole member | ||
| By: | /s/ Khai Ha | ||
| Name: | Khai Ha | ||
| Title: | Authorized Signatory | ||
| GPI CAPITAL, LLC | |||
| By: | /s/ Khai Ha | ||
| Name: | Khai Ha | ||
| Title: | Authorized Signatory | ||
| ALEKSANDER MIGON | |||
| /s/ Aleksander Migon | |||
| Aleksander Migon | |||
| WILLIAM T. ROYAN | |||
| /s/ William T. Royan | |||
| William T. Royan | |||
| KHAI HA | |||
| /s/ Khai Ha | |||
| Khai Ha | |||
Exhibit Index
| Exhibit No. | Description | |
| Exhibit 99.1 | Joint Filing Agreement, dated as of February 14, 2022, by and among the Reporting Persons (filed herewith). |