BASE Form 4: Margaret Chow’s Holdings Converted to Cash at $24.50
Rhea-AI Filing Summary
Margaret Chow, SVP & Chief Legal Officer of Couchbase, Inc. (BASE), reported transactions tied to the company's merger closing on 09/24/2025. At the effective time of the merger, outstanding common shares and equity awards were converted or cancelled for cash consideration of $24.50 per share. The report shows 191,917 common shares disposed, and derivative awards (19,999 options at $21.40, 122,999 options at $7.75, and 46,000 RSUs/PSUs) were cancelled and converted into cash rights or awards with vesting or payout terms described in the merger agreement. Following these transactions, Ms. Chow reports 0 shares beneficially owned in each listed category.
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Insights
TL;DR: Insider equity converted to cash at $24.50 per share due to the merger; material liquidity event for equity holders.
This Form 4 records a corporate change of control where equity holdings and awards were cashed out at a fixed per-share price of $24.50. The report quantifies large notional positions converted to cash: 191,917 common shares and 188,998 total underlying shares from options and RSUs/PSUs listed. For investors, this is a definitive exit of the reporting insider's company stock position tied to the merger mechanics rather than voluntary market sales.
TL;DR: Merger provisions automatically converted and, where applicable, preserved vesting mechanics for certain awards.
The filing confirms contractually driven cancellations and conversions under the Merger Agreement. Performance-based RSUs had a portion deemed 100% vested and paid in cash, while remaining unvested PSUs were converted to time-based vesting for future payout or subject to severance acceleration. These are typical governance protections in M&A but are material as they affect executive compensation realization and alignment at closing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 19,999 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 122,999 | $0.00 | -- |
| Disposition | Performance-based Restricted Stock Units | 46,000 | $0.00 | -- |
| Disposition | Common Stock | 191,917 | $0.00 | -- |
Footnotes (1)
- 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. 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. 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. 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. Reflects an award of performance-based RSUs ("PSU") consisting of: (1) 38,334 shares subject to such PSU award ("Vested PSU"), which, at the Effective Time, all performance goals or other vesting criteria of the Vested PSU award were deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, and such Vested PSU award was cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the total number of shares of common stock subject to such Vested PSU award immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable withholding taxes, and (2) 7,666 shares subject to such PSU award ("Unvested PSU"), which, pursuant to the terms of the Merger Agreement, became subject to time-based vesting at the Effective Time on December 15, 2025, subject to continued status as a service provider through each such date. The Unvested PSU award remains eligible for accelerated vesting in accordance with the applicable severance provisions.
