0001209191-21-060672.txt : 20211018 0001209191-21-060672.hdr.sgml : 20211018 20211018121338 ACCESSION NUMBER: 0001209191-21-060672 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211015 FILED AS OF DATE: 20211018 DATE AS OF CHANGE: 20211018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weiss Adam J. CENTRAL INDEX KEY: 0001592312 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35098 FILM NUMBER: 211327789 MAIL ADDRESS: STREET 1: 1601 CLOVERFIELD BOULEVARD STREET 2: SUITE 620 CITY: SANTA MONICA STATE: CA ZIP: 90404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cornerstone OnDemand Inc CENTRAL INDEX KEY: 0001401680 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1601 CLOVERFIELD BLVD STREET 2: SUITE 620 CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 310-752-0200 MAIL ADDRESS: STREET 1: 1601 CLOVERFIELD BLVD STREET 2: SUITE 620 CITY: SANTA MONICA STATE: CA ZIP: 90404 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-15 1 0001401680 Cornerstone OnDemand Inc CSOD 0001592312 Weiss Adam J. C/O CORNERSTONE ONDEMAND, INC. 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH SANTA MONICA CA 90404 0 1 0 0 Chief Administrative Officer Common Stock 2021-10-15 4 D 0 155857 A 0 D Stock Option (right to buy) 23.81 2021-10-15 4 D 0 11266 0.00 D 2022-07-01 Common Stock 11266 0 D Stock Option (right to buy) 44.01 2021-10-15 4 D 0 28704 0.00 D 2023-07-01 Common Stock 28704 0 D Stock Option (right to buy) 46.20 2021-10-15 4 D 0 35836 0.00 D 2024-07-01 Common Stock 35386 0 D Stock Option (right to buy) 35.36 2021-10-15 4 D 0 39772 0.00 D 2025-07-09 Common Stock 39772 0 D 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. 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) (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. Pursuant to the Merger Agreement, at the Effective Time, each Issuer RSU that is not a Director RSU or Vested Issuer RSU (each, an "Unvested Issuer 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 such Unvested Issuer RSU immediately prior to the Effective Time, multiplied by (B) the Per Share Merger Consideration, subject to any required withholding of taxes (the "Unvested RSU Consideration Amount"), which Unvested RSU Consideration Amount will be paid at the same time(s) that the Unvested Issuer RSU would have vested in accordance with their terms and will remain subject to the holder of the Unvested Issuer RSU remaining in continuous service with Parent, the Surviving Corporation or any of its Subsidiaries (as defined in the Merger Agreement) through each such vesting date (continued on next footnote) (continued from previous footnote) (except, that any terms and conditions relating to accelerated vesting upon a termination of the holder's employment in connection with or following the Merger will continue to apply to the Unvested RSU Consideration Amount). Pursuant to the Merger Agreement, at the Effective Time, each portion of an Issuer Option that is not a Vested Issuer Option (each, an "Unvested 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 such Unvested Issuer Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over such Unvested Issuer Option's per share exercise price, subject to any required withholding of taxes (the "Unvested Option Consideration Amount"), which Unvested Option Consideration Amount will be paid at the same time(s) that the Unvested Issuer Option would have vested in accordance with their terms and will remain subject to the holder of the Unvested Issuer Option remaining in continuous service with Parent, the Surviving Corporation or any of its Subsidiaries (continued on next footnote) (continued from previous footnote) (as defined in the Merger Agreement) through each such vesting date (except, that any terms and conditions relating to accelerated vesting upon a termination of the holder's employment in connection with or following the Merger will continue to apply to the Unvested Option Consideration Amount). /s/ Adam J. Weiss 2021-10-18