4//SEC Filing
Simonson Richard A 4
Accession 0001370636-25-000011
CIK 0001845022other
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 4:15 PM ET
Size
9.1 KB
Accession
0001370636-25-000011
Insider Transaction Report
Form 4
Couchbase, Inc.BASE
Simonson Richard A
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2025-09-24−80,000→ 0 totalExercise: $7.75Exp: 2030-06-23→ Common Stock (80,000 underlying) - Disposition to Issuer
Common Stock
2025-09-24−51,549→ 0 total
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 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 restricted stock unit ("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 0001370636
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 4:15 PM ET
- Size
- 9.1 KB