Item 1.02 Termination of a Material Definitive Agreement.

In connection with the Merger, the Company terminated that certain credit agreement, dated as of April 22, 2020 (as amended from time to time), by and between the Company, the lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, including the release of all guarantees and liens related thereto. The disclosure under the Introductory Note is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note, on October 15, 2021, the Merger was completed. Upon the consummation of the Merger, the Company became an indirect wholly owned subsidiary of Parent. The disclosure under the Introductory Note is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On October 15, 2021, the Company (i) notified The Nasdaq Global Select Market ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Company Shares before the opening of trading on October 15, 2021 and (B) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to effect the delisting of the Company Shares from Nasdaq and to deregister the Company Shares under Section 12(b) of the Exchange Act. In addition, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure under the Introductory Note and Items 2.01, 3.01 and 5.03 is incorporated herein by reference.

At the Effective Time, each holder of Company Shares outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration for such stockholder's shares of Company Common Stock), except that those shares that were owned by the Company were cancelled and those shares which were owned by Parent or any of its Subsidiaries, remained issued and outstanding as shares of the Surviving Corporation.

Item 5.01 Changes in Control of Registrant.

The disclosure under the Introductory Note and Items 2.01, 3.01, 5.02 and 5.03 is incorporated herein by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company became an indirect wholly owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The disclosure under the Introductory Note and Item 2.01 is incorporated herein by reference.

Pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the Closing, each of Richard Haddrill, Adam Miller, Philip S. Saunders, Felicia Alvaro, Nancy Altobello, Dean Carter, Joseph Osnoss, Robert Cavanaugh, Steffan Tomlinson and Sara Martinez Tucker ceased serving as a member of the board of directors of the Company and each committee thereof.

Further, pursuant to the Merger Agreement, effective as of, and contingent upon, the occurrence of the Closing, (i) each of Behdad Eghbali, Prashant Mehrotra, Paul Huber and Erik Hansen became a director of the Surviving Corporation and (ii) the officers of the Company in place as of immediately prior to the Effective Time became the officers of the Surviving Corporation.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal

Year.

The disclosure under the Introductory Note and Item 2.01 is incorporated herein by reference.

Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 8.01 Other Events.

On October 15, 2021, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

 2.1*         Agreement and Plan of Merger, dated August 5, 2021, by and among the
            Company, Sunshine Software Holdings, Inc. and Sunshine Software Merger
            Sub, Inc. (incorporated by reference to the Company's Current Report
            on Form 8-K filed with the SEC on August 6, 2021)

 3.1          Amended and Restated Certificate of Incorporation of Cornerstone
            OnDemand, Inc.

 3.2          Amended and Restated Bylaws of Cornerstone OnDemand, Inc.

99.1          Press Release, dated as of October 15, 2021

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company

agrees to furnish supplemental copies of any omitted schedules to the SEC upon

its request.

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