Form 4: Couchbase Director's Shares Converted in Merger
Insider Transaction Report (Merger Related)
Couchbase Director Alvina Antar's common stock and unvested restricted stock units were converted into cash following the merger of Couchbase, Inc. into Cascade Merger Sub Inc. at $24.50 per share.
Summary
- Alvina Antar, a Director of Couchbase, Inc., reported changes in beneficial ownership following the merger of Couchbase, Inc. into Cascade Merger Sub Inc.
- The merger, effective September 24, 2025, resulted in Couchbase, Inc. becoming a wholly-owned subsidiary of Cascade Parent Inc.
- Alvina Antar's 47,379 shares of common stock were automatically converted into the right to receive cash at $24.50 per share.
- Unvested Restricted Stock Units (RSUs) held by Alvina Antar were cancelled and converted into a contingent cash award, calculated by multiplying the total number of shares subject to the RSU by $24.50, less applicable withholding taxes. These cash awards retain their original vesting terms and conditions.
Sentiment
Score: 6
Explanation: The filing reports the completion of a merger where Couchbase, Inc. became a wholly-owned subsidiary, and the reporting person's shares were converted to cash at a specified price. This is a factual transaction report, generally neutral for the company's public market status, but represents a definitive cash realization for the selling shareholder.
Positives
- Alvina Antar received a cash payment of $24.50 per share for her 47,379 shares of Couchbase common stock.
- Unvested Restricted Stock Units were converted into contingent cash awards, ensuring the value of these awards is preserved and subject to the original vesting terms.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders: Public shareholders of Couchbase, Inc. received $24.50 per share in cash for their common stock.
- Employees: Holders of unvested Restricted Stock Units had their awards converted into contingent cash awards, preserving the original vesting terms.
Key Dates
| Date | Description |
|---|---|
| 06/20/2025 | Date of the Agreement and Plan of Merger between Couchbase, Inc., Cascade Parent Inc., and Cascade Merger Sub Inc. |
| 09/24/2025 | Date of earliest transaction and effective time of the Merger. |
Keywords
Couchbase, BASE, Merger, Acquisition, Form 4, Insider Transaction, Alvina Antar, Director, Equity Conversion, Restricted Stock Units, Cash Award
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