Cornerstone OnDemand (CSOD) director Cavanaugh returned to the company 34,500 shares

Insider transactions reported

Robert N Cavanaugh (director at Cornerstone OnDemand, Inc., CSOD) reported that they returned to the company 34,500 shares on Oct 15, 2021. After these transactions the filing shows 0 shares held directly.

Reporting person

Cavanaugh Robert N

Options and other derivatives

Holdings before and after

• Common Stock: 34,500 to 0 direct
• Stock Option (right to buy): 30,000 to 0 direct

Footnotes from the filing

1. 1. 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.
2. 2. 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)
3. 3. (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.
4. 4. Pursuant to the Merger Agreement, at 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.
5. 5. 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)
6. 6. (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).

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

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