UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
COUCHBASE, INC.
COMMON STOCK, PAR VALUE $0.00001 PER SHARE
(Title of Class of Securities)
22207T101
(CUSIP Number)
December 31, 2023
(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) |
| | ☐ | 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 the disclosures provided in a prior cover page.
The information required in 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 5 Pages
| 1 | NAMES OF REPORTING PERSONS | | |
| SOLEL PARTNERS, LP | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
| (a)☐ | | |
(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 | | |
| 2,507,205 | | |
| | |
| 6 | SHARED VOTING POWER | | |
| 0 | | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
| 2,507,205 | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 2,507,205 | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
| 5.2% | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| IA | | |
| | |
| Item 1(a). | Name of Issuer: |
Couchbase, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3250 Olcott Street
Santa Clara, California 95054
| Item 2(a). | Name of Person Filing |
Solel Partners LP (the “Reporting Person”)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Solel Partners LP
699 Boylston Street, 15th Floor
Boston, MA 02116
United States - Delaware
| Item 2(d). | Title of Class of Securities: |
Common stock, par value $0.00001 per share (the “Shares”)
22207T101
| Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),Check Whether the Person Filing is a: |
(e) | ☒ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| Item 4(a). | Amount Beneficially Owned: 2,507,205 |
| Item 4(b). | Percent of Class: 5.2% |
| Item 4(c). | Number of Shares as to which such person has: |
(i) Sole power to vote or direct the vote: 2,507,205
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 2,507,205
(iv) Shared power to dispose or direct the disposition of: 0
| Item 5. | Ownership of Five Percent or Less of a Class: |
This Item 5 is not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
This Item 6 is 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: |
This Item 7 is not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
February 14, 2024 | |
| Solel Partners LP |
| | |
| | By: /s/ William Stone |
| | Name: William Stone |
| | Title: Chief Compliance Officer |
