4//SEC Filing
Carter Dean E. 4
Accession 0001209191-21-060663
CIK 0001401680other
Filed
Oct 17, 8:00 PM ET
Accepted
Oct 18, 12:06 PM ET
Size
7.5 KB
Accession
0001209191-21-060663
Insider Transaction Report
Form 4
Carter Dean E.
Director
Transactions
- Disposition to Issuer
Common Stock
2021-10-15−25,846→ 0 total
Footnotes (4)
- [F1]Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 5, 2021 (the "Merger Agreement"), by and among the Issuer, Sunshine Software Holdings, Inc., a Delaware corporation ("Parent"), and Sunshine Software Merger Sub, Inc., a Delaware corporation ("Merger Sub"), including the consummation of the merger (the "Merger") between the Issuer and Merger Sub on October 15, 2021. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock, $0.0001 par value per share ("Issuer Common Stock"), was cancelled and converted into the right to receive an amount equal to $57.50 in cash, without interest (the "Per Share Merger Consideration"), subject to any required withholding of taxes.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award (each, an "Issuer RSU") that was unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested solely as a result of the consummation of the Merger (each, a "Vested Issuer RSU"), and each option to purchase Issuer Common Stock (each, an "Issuer Option") that was unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested solely as a result of the consummation of the Merger (each, a "Vested Issuer Option") was cancelled and converted into the right to receive cash in an amount equal to the product of (A) the aggregate number of shares of Issuer Common Stock subject to, or issuable in settlement of, such award immediately prior to the Effective Time, multiplied by (B) the Per Share Merger Consideration (continued on next footnote)
- [F3](continued from previous footnote) (or, for each Issuer Option, the excess, if any, of the Per Share Merger Consideration over such Vested Issuer Option's per share exercise price), subject to any required withholding of taxes.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each Issuer restricted stock unit award (each, an "Issuer RSU") owned by a non-employee member of Issuer's board of directors (each, a "Director RSU") was cancelled and converted into the right to receive cash in an amount equal to the product of (A) the aggregate number of shares of Issuer Common Stock subject to, or issuable in settlement of, such award immediately prior to the Effective Time, multiplied by (B) the Per Share Merger Consideration, subject to any required withholding of taxes.
Documents
Issuer
Cornerstone OnDemand Inc
CIK 0001401680
Entity typeother
Related Parties
1- filerCIK 0001705632
Filing Metadata
- Form type
- 4
- Filed
- Oct 17, 8:00 PM ET
- Accepted
- Oct 18, 12:06 PM ET
- Size
- 7.5 KB