SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Henry Gregory N

(Last)

(First)

(Middle)

C/O COUCHBASE, INC.

3250 OLCOTT STREET

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Couchbase, Inc. [ BASE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/16/2022		F		3,619⁽¹⁾	D	$14.6725	300,505⁽²⁾	I	The Henry Family Trust
Common Stock								1,000⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$4.675							⁽⁴⁾	11/29/2026	Common Stock	85,560⁽⁵⁾		85,560	D
Stock Option	$4.675							⁽⁴⁾	11/29/2026	Common Stock	207,658		207,658	I	The Henry Family Trust
Stock Option	$7.45							⁽⁶⁾	04/02/2028	Common Stock	7,583⁽⁷⁾		7,583	D
Stock Option	$7.45							⁽⁶⁾	04/02/2028	Common Stock	18,416		18,416	I	The Henry Family Trust
Stock Option	$7.475							⁽⁸⁾	06/13/2029	Common Stock	15,466⁽⁹⁾		15,466	D
Stock Option	$7.475							⁽⁸⁾	06/13/2029	Common Stock	24,534		24,534	I	The Henry Family Trust
Stock Option	$7.75							⁽¹⁰⁾	06/23/2030	Common Stock	10,833⁽¹¹⁾		10,833	D
Stock Option	$7.75							⁽¹⁰⁾	06/23/2030	Common Stock	9,166		9,166	I	The Henry Family Trust
Stock Option	$21.4							⁽¹²⁾	03/09/2031	Common Stock	10,058⁽¹³⁾		10,058	D
Stock Option	$21.4							⁽¹²⁾	03/09/2031	Common Stock	69,941		69,941	I	The Henry Family Trust

Explanation of Responses:

1. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

2. Includes RSUs or performance-based restricted stock units ("PSUs"), each of which represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and the conditions of each RSU or PSU, respectively. On March 25, 2022, the Reporting Person transferred 170,000 PSUs to the Henry Family Trust, of which the Reporting Person serves as trustee. The Reporting Person and members of his immediate family are the sole beneficiaries of the trust. On March 25, 2022, the Reporting Person transferred 134,124 RSUs to The Henry Family Trust.

3. Includes 1,000 shares acquired under the 2021 Employee Stock Purchase Plan on March 21, 2022.

4. One fourth (1/4th) of the shares subject to the option vested on November 28, 2017 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.

5. On March 14, 2022, the Reporting Person transferred a portion of the 293,218 shares subject to an option to the Henry Family Trust.

6. One fourth (1/4th) of the shares subject to the option vested on February 1, 2019 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.

7. On March 14, 2022, the Reporting Person transferred a portion of the 25,999 shares subject to an option to the Henry Family Trust.

8. One fourth (1/4th) of the shares subject to the option vested on February 1, 2020 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.

9. On March 14, 2022, the Reporting Person transferred a portion of the 40,000 shares subject to an option to the Henry Family Trust.

10. One fourth (1/4th) of the shares subject to the option vested on February 1, 2021 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.

11. On March 14, 2022, the Reporting Person transferred a portion of the 19,999 shares subject to an option to the Henry Family Trust.

12. One fourth (1/4th) of the shares subject to the option vested on February 1, 2022 and one forty-eighth (1/48th) of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each such date.

13. On March 14, 2022, the Reporting Person transferred a portion of the 79,999 shares subject to an option to the Henry Family Trust.

Remarks:

	/s/ Margaret Chow, by Power of Attorney for Gregory N. Henry	06/21/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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