SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bay Management Co XI LLC

(Last)

(First)

(Middle)

490 S. CALIFORNIA AVENUE, SUITE 200

(Street)

PALO ALTO

94306

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2011

3. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc [ CSOD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	49,750	I	See footnote⁽¹⁾
Common Stock	250	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	82,915	⁽³⁾	I	See footnote⁽¹⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	417	⁽³⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	19,900	⁽⁴⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	100	⁽⁴⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	217,656	⁽⁵⁾	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,094	⁽⁵⁾	I	See footnote⁽²⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	3,731,250	⁽⁶⁾	I	See footnote⁽¹⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	18,750	⁽⁶⁾	I	See footnote⁽²⁾
Series E Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	150,757	⁽⁷⁾	I	See footnote⁽¹⁾
Series E Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	758	⁽⁷⁾	I	See footnote⁽²⁾
Series D Convertible Preferred Warrants (right to buy)	⁽⁸⁾	⁽⁸⁾	Series D Convertible Preferred Stock⁽⁶⁾	1,243,750	$2.4	I	See footnote⁽¹⁾
Series D Convertible Preferred Warrants (right to buy)	⁽⁸⁾	⁽⁸⁾	Series D Convertible Preferred Stock⁽⁶⁾	6,250	$2.4	I	See footnote⁽²⁾
Series E Convertible Preferred Warrants (right to buy)	⁽⁹⁾	⁽⁹⁾	Series E Convertible Preferred Stock⁽⁷⁾	30,151	$2.4	I	See footnote⁽¹⁾
Series E Convertible Preferred Warrants (right to buy)	⁽⁹⁾	⁽⁹⁾	Series E Convertible Preferred Stock⁽⁷⁾	152	$2.4	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

Bay Management Co XI LLC

(Last)

(First)

(Middle)

490 S. CALIFORNIA AVENUE, SUITE 200

(Street)

PALO ALTO

94306

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bay Partners XI L P

(Last)

(First)

(Middle)

490 S. CALIFORNIA AVENUE, SUITE 200

(Street)

PALO ALTO

94306

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAY PARTNERS XI PARALLEL FUND L P

(Last)

(First)

(Middle)

490 S. CALIFORNIA AVENUE, SUITE 200

(Street)

PALO ALTO

94306

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PHILLIPS STUART G

(Last)

(First)

(Middle)

490 S. CALIFORNIA AVENUE, SUITE 200

(Street)

PALO ALTO

94306

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. The reported securities are held of record by Bay Partners XI Parallel Fund, L.P. ("Bay Parallel"). Stuart G. Phillips, the Manager of Bay Mgmt, the General Partner of Bay Parallel, has sole voting and dispositive power with respect to the shares held of record by Bay Parallel. Mr. Phillips disclaims beneficial ownership of these securities except to the extent of his individual respective pecuniary interest therein.

3. The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

4. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

5. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

6. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

7. The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

8. The Series D Convertible Preferred Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock.

9. The Series E Convertible Preferred Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock.

	/s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC	03/16/2011
	/s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC, the General Partner of Bay Partners XI, L.P.	03/16/2011
	/s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC, the General Partner of Bay Partners XI Parallel Fund, L.P.	03/16/2011
	/s/ Stuart G. Phillips	03/16/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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