SEC Form 4
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*
Deer VI & Co. LLC

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc [ CSOD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2012
4. 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 Acquired, Disposed of, or Beneficially Owned
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 03/12/2012 J 2,077,464 (1) D $0 2,077,464 I See Footnotes (2) (7)
Common Stock 03/12/2012 J 699,425 (3) D $0 699,425 I See Footnotes (4) (7)
Common Stock 03/12/2012 J 34,691 (5) D $0 34,691 I See Footnotes (6) (7)
Common Stock 03/12/2012 J 784,128 A $0 784,128 D (8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
Deer VI & Co. LLC

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bessemer Venture Partners VI L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bessemer Venture Partners Co-Investment L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bessemer Venture Partners VI Institutional L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
Explanation of Responses:
1. Represents a pro rata distribution made by Bessemer Venture Partners VI L.P. ("BVP VI") to its partners for no consideration in a transaction that is exempt under Rule 16a-9(a).
2. The securities are held of record by BVP VI.
3. Represents a pro rata distribution made by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment") to its partners for no consideration in a transaction that is exempt under Rule 16a-9(a).
4. The securities are held of record by BVP Co-Investment.
5. Represents a pro rata distribution made by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional" and collectively with BVP VI and BVP Co-Investment, the "Funds") to its partners for no consideration in a transaction that is exempt under Rule 16a-9(a).
6. The securities are held of record by BVP Institutional.
7. Deer VI & Co. LLC (the "General Partner") is the general partner of the Funds and exercises voting and investment power with respect to securities owned directly by the Funds. The General Partner disclaims beneficial ownership of the securities owned directly by the Funds and this report shall not be deemed an admission that the General Partner is the beneficial owner of such securities, except to the extent of its pecuniary interest, if any, therein.
8. Represents a change in beneficial ownership by the General Partner in a transaction that is exempt under Rule 16a-13.
Deer VI & Co. LLC, By: /s/ J. Edmund Colloton, Chief Operating Officer 03/14/2012
Bessemer Venture Partners VI L.P., By: Deer VI & Co. LLC, its general partner, By: /s/ J. Edmund Colloton, Executive Manager 03/14/2012
Bessemer Venture Partners Co-Investment L.P., By: Deer VI & Co. LLC, its general partner, By: /s/ J. Edmund Colloton, Executive Manager 03/14/2012
Bessemer Venture Partners VI Institutional L.P., By: Deer VI & Co. LLC, its general partner, By: /s/ J. Edmund Colloton, Executive Manager 03/14/2012
** Signature of Reporting Person Date
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