FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc [ CSOD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/22/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/22/2011 | C | 4,202,478 | A | (1)(2)(3)(4)(5) | 4,252,228 | I | See footnote(6) | ||
Common Stock | 03/22/2011 | X | 1,273,901 | A | (7) | 5,526,129 | I | See footnote(6) | ||
Common Stock | 03/22/2011 | F | 165,264 | D | $18.5 | 5,360,865 | I | See footnote(6) | ||
Common Stock | 03/22/2011 | S | 696,500 | D | $12.0718 | 4,664,365 | I | See footnote(6) | ||
Common Stock | 03/22/2011 | C | 21,119 | A | (1)(2)(3)(4)(5) | 21,369 | I | See footnote(8) | ||
Common Stock | 03/22/2011 | X | 6,402 | A | (7) | 2,771 | I | See footnote(8) | ||
Common Stock | 03/22/2011 | F | 831 | D | $18.5 | 26,940 | I | See footnote(8) | ||
Common Stock | 03/22/2011 | S | 3,500 | D | $12.0718 | 23,440 | I | See footnote(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | (1) | 03/22/2011 | C | 82,915 | (1) | (1) | Common Stock | 82,915 | $0 | 0 | I | See footnote(6) | |||
Series B Convertible Preferred Stock | (2) | 03/22/2011 | C | 19,900 | (2) | (2) | Common Stock | 19,900 | $0 | 0 | I | See footnote(6) | |||
Series C Convertible Preferred Stock | (3) | 03/22/2011 | C | 217,656 | (3) | (3) | Common Stock | 217,656 | $0 | 0 | I | See footnote(6) | |||
Series D Convertible Preferred Stock | (4) | 03/22/2011 | C | 3,731,250 | (4) | (4) | Common Stock | 3,731,250 | $0 | 0 | I | See footnote(6) | |||
Series E Convertible Preferred Stock | (5) | 03/22/2011 | C | 150,757 | (5) | (5) | Common Stock | 150,757 | $0 | 0 | I | See footnote(6) | |||
Series D Convertible Preferred Warrant (right to buy) | $2.4 | 03/22/2011 | C(8) | 1,243,750 | (4) | (4) | Series D Convertible Preferred Stock | 1,243,750 | $0 | 0 | I | See footnote(6) | |||
Series E Convertible Preferred Warrant (right to buy) | $2.4 | 03/22/2011 | C(9) | 30,151 | (5) | (5) | Series E Convertible Preferred Stock | 30,151 | $0 | 0 | I | See footnote(6) | |||
Common Stock Warrant (right to buy) | $2.4 | 03/22/2011 | C(8)(9) | 1,273,901 | (10) | (10) | Common Stock | 1,273,901 | $0 | 1,273,901 | I | See footnote(6) | |||
Common Stock Warrant (right to buy) | $2.4 | 03/22/2011 | X | 1,273,901 | (7) | (7) | Common Stock | 1,273,901 | $0 | 0 | I | See footnote(6) | |||
Series A Convertible Preferred Stock | (1) | 03/22/2011 | C | 417 | (1) | (1) | Common Stock | 417 | $0 | 0 | I | See footnote(8) | |||
Series B Convertible Preferred Stock | (2) | 03/22/2011 | C | 100 | (2) | (2) | Common Stock | 100 | $0 | 0 | I | See footnote(8) | |||
Series C Convertible Preferred Stock | (3) | 03/22/2011 | C | 1,094 | (3) | (3) | Common Stock | 1,094 | $0 | 0 | I | See footnote(8) | |||
Series D Convertible Preferred Stock | (4) | 03/22/2011 | C | 18,750 | (4) | (4) | Common Stock | 18,750 | $0 | 0 | I | See footnote(8) | |||
Series E Convertible Preferred Stock | (5) | 03/22/2011 | C | 758 | (5) | (5) | Common Stock | 758 | $0 | 0 | I | See footnote(8) | |||
Series D Convertible Preferred Warrant (right to buy) | $2.4 | 03/22/2011 | C(8) | 6,250 | (4) | (4) | Series D Convertible Preferred Stock | 6,250 | $0 | 0 | I | See footnote(8) | |||
Series E Convertible Preferred Warrant (right to buy) | $2.4 | 03/22/2011 | C(9) | 152 | (5) | (5) | Series E Convertible Preferred Stock | 152 | $0 | 0 | I | See footnote(8) | |||
Common Stock Warrant (right to buy) | $2.4 | 03/22/2011 | C(8)(9) | 6,402 | (10) | (10) | Common Stock | 6,402 | $0 | 6,402 | I | See footnote(8) | |||
Common Stock Warrant (right to buy) | $2.4 | 03/22/2011 | X | 6,402 | (7) | (7) | Common Stock | 6,402 | $0 | 0 | I | See footnote(8) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. 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. |
5. 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. |
6. 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. |
7. The Common Stock Warrants were net exercised immediately prior to the closing of Issuer's initial public offering. |
8. 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. |
9. 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. |
10. The Common Stock 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 | 03/22/2011 | |
/s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC, the General Partner of Bay Partners XI, L.P. | 03/22/2011 | |
/s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC, the General Partner of Bay Partners XI Parallel Fund, L.P. | 03/22/2011 | |
/s/ Stuart G. Phillips | 03/22/2011 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |