Sara Martinez Tucker - Oct 15, 2021 Form 4 Insider Report for Cornerstone OnDemand Inc (CSOD)

Role: Director
Signature: /s/ Adam J. Weiss, by Power of Attorney
Stock symbol: CSOD
Transactions as of: Oct 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/18/2021, 12:09 PM
Previous filing: Oct 1, 2021
Next filing: Jan 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CSOD	Common Stock	Disposed to Issuer		-9.21K	-100%		0	Oct 15, 2021	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sara Martinez Tucker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Reflects disposition of Issuer restricted stock unit awards (each, an "Issuer RSU") 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.
F2	Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each 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.

Content

Reflects disposition of Issuer restricted stock unit awards (each, an "Issuer RSU") 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 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.