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Filing Details

Accession Number:: 0001144204-11-016682
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-03-23 20:22:23
Reporting Period:: 2011-03-22

Filing Date:: 2011-03-23
Accepted Time:: 2011-03-23 20:22:23
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1401680	Cornerstone Ondemand Inc	CSOD	Services-Prepackaged Software (7372)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1225479	G Stuart Phillips	490 S. California Avenue, Suite 200 Palo Alto CA 94306	No	No	Yes	No
1327874	P L Xi Partners Bay	490 S. California Avenue, Suite 200 Palo Alto CA 94306	No	No	Yes	No
1347244	P L Fund Parallel Xi Partners Bay	490 S. California Avenue, Suite 200 Palo Alto CA 94306	No	No	Yes	No
1513783	Bay Management Co Xi Llc	490 S. California Avenue, Suite 200 Palo Alto CA 94306	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-03-22	4,202,478	$0.00	4,252,228	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2011-03-22	1,273,901	$0.00	5,526,129	No	4	X	Indirect	See footnote
Common Stock	Disposition	2011-03-22	165,264	$18.50	5,360,865	No	4	F	Indirect	See footnote
Common Stock	Disposition	2011-03-22	696,500	$12.07	4,664,365	No	4	S	Indirect	See footnote
Common Stock	Acquisiton	2011-03-22	21,119	$0.00	21,369	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2011-03-22	6,402	$0.00	2,771	No	4	X	Indirect	See footnote
Common Stock	Disposition	2011-03-22	831	$18.50	26,940	No	4	F	Indirect	See footnote
Common Stock	Disposition	2011-03-22	3,500	$12.07	23,440	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	X	Indirect	See footnote
No	4	F	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	X	Indirect	See footnote
No	4	F	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2011-03-22	82,915	$0.00	82,915	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2011-03-22	19,900	$0.00	19,900	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-03-22	217,656	$0.00	217,656	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2011-03-22	3,731,250	$0.00	3,731,250	$0.00
Common Stock	Series E Convertible Preferred Stock	Disposition	2011-03-22	150,757	$0.00	150,757	$0.00
Series D Convertible Preferred Stock	Series D Convertible Preferred Warrant (right to buy)	Disposition	2011-03-22	1,243,750	$0.00	1,243,750	$2.40
Series E Convertible Preferred Stock	Series E Convertible Preferred Warrant (right to buy)	Disposition	2011-03-22	30,151	$0.00	30,151	$2.40
Common Stock	Common Stock Warrant (right to buy)	Acquisiton	2011-03-22	1,273,901	$0.00	1,273,901	$2.40
Common Stock	Common Stock Warrant (right to buy)	Disposition	2011-03-22	1,273,901	$0.00	1,273,901	$2.40
Common Stock	Series A Convertible Preferred Stock	Disposition	2011-03-22	417	$0.00	417	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2011-03-22	100	$0.00	100	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2011-03-22	1,094	$0.00	1,094	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2011-03-22	18,750	$0.00	18,750	$0.00
Common Stock	Series E Convertible Preferred Stock	Disposition	2011-03-22	758	$0.00	758	$0.00
Series D Convertible Preferred Stock	Series D Convertible Preferred Warrant (right to buy)	Disposition	2011-03-22	6,250	$0.00	6,250	$2.40
Series E Convertible Preferred Stock	Series E Convertible Preferred Warrant (right to buy)	Disposition	2011-03-22	152	$0.00	152	$2.40
Common Stock	Common Stock Warrant (right to buy)	Acquisiton	2011-03-22	6,402	$0.00	6,402	$2.40
Common Stock	Common Stock Warrant (right to buy)	Disposition	2011-03-22	6,402	$0.00	6,402	$2.40

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
1,273,901	No	4	C	Indirect
0	No	4	X	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
6,402	No	4	C	Indirect
0	No	4	X	Indirect

Footnotes

The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
The reported securities are held of record by Bay Partners XI, L.P. ("Bay Partners"). Stuart G. Phillips, the Manager of Bay Management Company XI, LLC ("Bay Mgmt"), the General Partner of Bay Partners, has sole voting and dispositive power with respect to the shares held of record by Bay Partners. Mr. Phillips disclaims beneficial ownership of these securities except to the extent of his individual respective pecuniary interest therein.
The Common Stock Warrants were net exercised immediately prior to the closing of Issuer's initial public offering.
The Series D Convertible Preferred Stock Warrants to purchase shares of Series D Convertible Preferred Stock automatically converted into warrants to purchase an equivalent number of shares of Common Stock, at the same exercise price, immediately prior to the closing of the Issuer's initial public offering.
The Series E Convertible Preferred Stock Warrants to purchase shares of Series E Convertible Preferred Stock automatically converted into warrants to purchase an equivalent number of shares of Common Stock, at the same exercise price, immediately prior to the closing of the Issuer's initial public offering.
The Common Stock Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock.