Heidi Spirgi - 15 Oct 2021 Form 4 Insider Report for Cornerstone OnDemand Inc

Role: Chief Strategy & Growth Ofcr.
Signature: /s/ Adam J. Weiss, by Power of Attorney
Issuer symbol: N/A
Transactions as of: 15 Oct 2021
Net transactions value: $0
Form type: 4
Filing time: 18 Oct 2021, 12:12:59 UTC
Previous filing: 18 Aug 2021
SEC: View on sec.gov

Quoteable Key Fact

"Heidi Spirgi filed Form 4 for Cornerstone OnDemand Inc on 18 Oct 2021."

Quick Takeaways

This page summarizes Heidi Spirgi's Form 4 filing for Cornerstone OnDemand Inc.
1 reported transaction and 0 derivative rows are listed below.
Filing timestamp: 18 Oct 2021, 12:12.

What Changed

Previous filing in this sequence was filed on 18 Aug 2021.
Current net transaction value: $0.

Why This Matters

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Source Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CSOD	Common Stock	Disposed to Issuer		-56,278	-100%		0	15 Oct 2021	Direct	F1, F2, F3, F4, F5

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

Heidi Spirgi 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 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 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)
F5	(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).