4//SEC Filing
ANDERSON EDWARD T 4
Accession 0001218581-25-000008
CIK 0001845022other
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 4:15 PM ET
Size
11.4 KB
Accession
0001218581-25-000008
Insider Transaction Report
Form 4
Couchbase, Inc.BASE
ANDERSON EDWARD T
Director
Transactions
- Disposition to Issuer
Common Stock
2025-09-24−97,948→ 0 total - Disposition to Issuer
Common Stock
2025-09-24−1,987,084→ 0 total(indirect: North Bridge Venture Partners VI, L.P.) - Disposition to Issuer
Common Stock
2025-09-24−2,689,172→ 0 total(indirect: North Bridge Venture Partners 7, L.P.)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated June 20, 2025, by and among Couchbase, Inc. (the "Issuer"), Cascade Parent Inc. ("Parent") and Cascade Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent.
- [F2]At the effective time of the Merger (the "Effective Time"), these shares, including awards of restricted stock units that vested previously but settlement for which had been deferred under our non-employee director restricted stock unit ("RSU") deferral program (as applicable), were automatically converted solely into the right to receive cash in an amount equal to $24.50 (without interest) per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement.
- [F3]At the Effective Time, each outstanding RSU that was unvested was cancelled and converted solely into the contingent right to receive a cash award (without interest) equal to (i) the total number of shares of common stock subject to such unvested RSU award immediately prior to the Effective Time, multiplied by (ii) the Per Share Price, less applicable withholding taxes. Each converted cash award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested RSU award immediately prior to the Effective Time, except for administrative changes that are not adverse to the former holder of the unvested RSU award.
- [F4]The reportable securities are owned directly by North Bridge Venture Partners 7, L.P. ("NBVP 7"). North Bridge Venture Management 7, L.P. ("NBVM 7") is the sole general partner of NBVP 7, and NBVM GP, LLC ("NBVM GP") is the sole general partner of NBVM 7. The Reporting Person, who is a member of the Issuer's board of directors, and Richard A. D'Amore are the managing members of NBVM GP (collectively, the "Managing Members") and the Managing Members may be deemed to have shared voting and dispositive power over the shares held by NBVP 7. Each of NBVM 7, NBVM GP and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
- [F5]The reportable securities are owned directly by North Bridge Venture Partners VI, L.P. ("NBVP VI"). North Bridge Venture Management VI, L.P. ("NBVM VI") is the sole general partner of NBVP VI, and NBVM GP is the sole general partner of NBVM VI. The Managing Members are the managers of NBVM GP and may be deemed to have shared voting and dispositive power over the shares held by NBVP VI. Each of NBVM VI, NBVM GP and the Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
Documents
Issuer
Couchbase, Inc.
CIK 0001845022
Entity typeother
Related Parties
1- filerCIK 0001218581
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 4:15 PM ET
- Size
- 11.4 KB