4//SEC Filing
Epstein Jeff 4
Accession 0001228718-25-000006
CIK 0001845022other
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 4:15 PM ET
Size
9.4 KB
Accession
0001228718-25-000006
Insider Transaction Report
Form 4
Couchbase, Inc.BASE
EPSTEIN JEFFREY E
Director
Transactions
- Disposition to Issuer
Common Stock
2025-09-24−89,361→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-24−40,000→ 0 totalExercise: $7.75Exp: 2030-06-23→ Common Stock (40,000 underlying)
Footnotes (4)
- [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, 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]At the Effective Time, this option to purchase shares of the Issuer's common stock was fully vested and had an exercise price per share that was less than or equal to the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of common stock subject to the option, multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such option, without interest and less any applicable withholding taxes.
Documents
Issuer
Couchbase, Inc.
CIK 0001845022
Entity typeother
Related Parties
1- filerCIK 0001228718
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 4:15 PM ET
- Size
- 9.4 KB