0001144204-13-007948.txt : 20130213 0001144204-13-007948.hdr.sgml : 20130213 20130212213815 ACCESSION NUMBER: 0001144204-13-007948 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130212 GROUP MEMBERS: GEORGE H. BISCHOF GROUP MEMBERS: MERITECH CAPITAL AFFILIATES III L.P. GROUP MEMBERS: MERITECH CAPITAL ASSOCIATES III L.L.C. GROUP MEMBERS: MERITECH MANAGEMENT ASSOCIATES III L.L.C. GROUP MEMBERS: MICHAEL B. GORDON GROUP MEMBERS: PAUL S. MADERA GROUP MEMBERS: ROBERT D. WARD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Meritech Capital Partners III LP CENTRAL INDEX KEY: 0001336460 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 285 HAMILTON AVE STE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 MAIL ADDRESS: STREET 1: 285 HAMILTON AVE STE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cornerstone OnDemand Inc CENTRAL INDEX KEY: 0001401680 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86641 FILM NUMBER: 13599327 BUSINESS ADDRESS: STREET 1: 1601 CLOVERFIELD BLVD STREET 2: SUITE 620 CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 310-752-0200 MAIL ADDRESS: STREET 1: 1601 CLOVERFIELD BLVD STREET 2: SUITE 620 CITY: SANTA MONICA STATE: CA ZIP: 90404 SC 13G/A 1 v334645_sc13ga.htm FORM SC 13GA

 

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1) *

 

Cornerstone OnDemand, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001
(Title of Class of Securities)
 

21925Y103

(CUSIP Number)
 
December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
   
¨Rule 13d-1(c)
   
xRule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 14 Pages

Exhibit Index Contained on Page 12

  

 
 

 

CUSIP NO. 21925Y103 13 G Page 2 of 14

  

1 NAME OF REPORTING PERSON           Meritech Capital Partners III L.P. (“MCP III”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x           

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH		 5 SOLE VOTING POWER
3,394,761 shares, except that Meritech Capital Associates III L.L.C. (“MCA III”), the general partner of MCP III, may be deemed to have sole voting power with respect to such shares, Meritech Management Associates III L.L.C. (“MMA III”), a managing member of MCA III, may be deemed to have sole voting power with respect to such shares, and Paul S. Madera (“Madera”), Michael B. Gordon (“Gordon”), Robert D. Ward (“Ward”) and George H. Bischof (“Bischof”), the managing members of MMA III, may be deemed to have shared voting power with respect to such shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
3,394,761 shares, except that MCA III, the general partner of MCP III, may be deemed to have sole dispositive power with respect to such shares, MMA III, a managing member of MCA III, may be deemed to have sole dispositive power with respect to such shares, and Madera, Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared dispositive power with respect to such shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,394,761

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.0%
12 TYPE OF REPORTING PERSON* PN

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 3 of 14

  

1 NAME OF REPORTING PERSON           Meritech Capital Affiliates III L.P. (“MC AFF III”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x           

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH		 5 SOLE VOTING POWER

61,873 shares, except that MCA III, the general partner of MC AFF III, may be deemed to have sole voting power with respect to such shares, MMA III, a managing member of MCA III, may be deemed to have sole voting power with respect to such shares, and Madera, Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared voting power with respect to such shares.

6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
61,873 shares, except that MCA III, the general partner of MC AFF III, may be deemed to have sole dispositive power with respect to such shares, MMA III, a managing member of MCA III, may be deemed to have sole dispositive power with respect to such shares, and Madera, Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared dispositive power with respect to such shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

61.873

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12 TYPE OF REPORTING PERSON* PN

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 4 of 14

 

1 NAME OF REPORTING PERSON           Meritech Capital Associates III L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x           

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III, for whom MCA III serves as general partner, except that MMA III, a managing member of MCA III, may be deemed to have sole power to vote these shares, and Madera, Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III, for whom MCA III serves as general partner, except that MMA III, a managing member of MCA III, may be deemed to have sole power to dispose of these shares, and Madera, Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,456,634

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.1%
12 TYPE OF REPORTING PERSON* OO

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 5 of 14

 

1 NAME OF REPORTING PERSON           Meritech Management Associates III L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x           

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III. MMA III serves as a managing member of MCA III, the general partner of such entities. Madera, Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III. MMA III serves as a managing member of MCA III, the general partner of such entities. Madera, Gordon, Ward and Bischof, the managing members of MMA III, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,456,634
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.1%
12 TYPE OF REPORTING PERSON* OO

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 6 of 14

 

1 NAME OF REPORTING PERSON       Paul S. Madera
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x           

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
       U.S. Citizen

 
NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

 5 SOLE VOTING POWER
25,615 shares
6 SHARED VOTING POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III. MCA III is the general partner of such entities and Madera, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III. MCA III is the general partner of such entities and Madera, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,482,249

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2%
12 TYPE OF REPORTING PERSON* IN

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 7 of 14

 

1 NAME OF REPORTING PERSON         Michael B. Gordon
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x           

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
     U.S. Citizen


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III. MCA III is the general partner of such entities and Gordon, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III. MCA III is the general partner of such entities and Gordon, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,456,634
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.1%
12 TYPE OF REPORTING PERSON* IN

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 8 of 14

 

1 NAME OF REPORTING PERSON         Robert D. Ward
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x           

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
     U.S. Citizen


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III. MCA III is the general partner of such entities and Ward, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III. MCA III is the general partner of such entities and Ward, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,456,634
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.1%
12 TYPE OF REPORTING PERSON* IN

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 9 of 14

 

1 NAME OF REPORTING PERSON         George H. Bischof
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x           

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
     U.S. Citizen


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III. MCA III is the general partner of such entities and Bischof, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
3,456,634 shares, of which 3,394,761 shares are held by MCP III and 61,873 shares are held by MC AFF III. MCA III is the general partner of such entities and Bischof, as a managing member of MMA III, a managing member of MCA III, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,456,634
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.1%
12 TYPE OF REPORTING PERSON* IN

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 10 of 14

 

This Amendment No. 1 amends the Statement on Schedule 13G previously filed by Meritech Capital Partners III L.P., a Delaware limited partnership, Meritech Capital Affiliates III L.P., a Delaware limited partnership, Meritech Capital Associates III L.L.C., a Delaware limited liability company, Meritech Management Associates III L.L.C., a Delaware limited liability company, Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.

 

ITEM 4.OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 11 of 14

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2013

 

Entities:      
  Meritech Capital Partners III L.P.    
  Meritech Capital Affiliates III L.P.    
  Meritech Capital Associates III L.L.C.    
  Meritech Management Associates III L.L.C.    
       
    By:   /s/ Joel Backman
      Joel Backman, Attorney-in-fact
      for above-listed entities
       
Individuals:      
  Paul S. Madera    
  Michael B. Gordon    
  Robert D. Ward    
  George H. Bischof    
       
    By:   /s/ Joel Backman
      Joel Backman, Attorney-in-fact
      for above-listed individuals

  

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 12 of 14

 

EXHIBIT INDEX

 

    Found on
Sequentially 
Exhibit   Numbered Page
     
Exhibit A: Agreement of Joint Filing   13
     
Exhibit B: Reference to Joel Backman as Attorney-in-Fact   14

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 13 of 14

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Cornerstone OnDemand Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 
 

 

CUSIP NO. 21925Y103 13 G Page 14 of 14

 

exhibit B

 

Reference to Joel Backman as Attorney-in-Fact

 

Joel Backman has signed the enclosed documents as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.