Edward T. Anderson - 24 Sep 2025 Form 4 Insider Report for Couchbase, Inc. (BASE)

Role
Director
Signature
/s/ Margaret Chow, by Power of Attorney for Edward T. Anderson
Issuer symbol
BASE
Transactions as of
24 Sep 2025
Net transactions value
$0
Form type
4
Filing time
24 Sep 2025, 16:15:14 UTC
Previous filing
17 Sep 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
ANDERSON EDWARD T Director C/O COUCHBASE, INC., 3155 OLSEN DR., SUITE 150, SAN JOSE /s/ Margaret Chow, by Power of Attorney for Edward T. Anderson 24 Sep 2025 0001218581

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BASE Common Stock Disposed to Issuer -97,948 -100% 0 24 Sep 2025 Direct F1, F2, F3
transaction BASE Common Stock Disposed to Issuer -2,689,172 -100% 0 24 Sep 2025 North Bridge Venture Partners 7, L.P. F1, F2, F4, F5
transaction BASE Common Stock Disposed to Issuer -1,987,084 -100% 0 24 Sep 2025 North Bridge Venture Partners VI, L.P. F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Edward T. Anderson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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.