X0203 3/A 2011-03-16 2011-03-16 0 0001401680 Cornerstone OnDemand Inc CSOD 0001500545 Meritech Management Associates III L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001500544 Meritech Capital Associates III L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001336460 Meritech Capital Partners III LP 285 HAMILTON AVE STE 200 PALO ALTO CA 94301 0 0 1 0 0001359256 MERITECH CAPITAL AFFILIATES III L P 285 HAMILTON AVE SUITE 200 PALO ALTO CA 94301 0 0 1 0 0001255151 MADERA PAUL S 245 LYTTON AVENUE SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001255152 GORDON MICHAEL B 245 LYTTON AVENUE SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001500543 Bischof George 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 Series E Convertible Preferred Stock Common Stock 5714036 I See footnote Series E Convertible Preferred Stock Common Stock 104145 I See footnote 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. This report on Form 3/A amends the Form 3 filed by the reporting persons on March 16, 2011 (the "Original Form 3") and is being filed to correct an administrative error relating to the amount of securities underlying derivative security beneficially owned in column 3 of Table II. The Original Form 3 incorrectly reported that Meritech Capital Partners III, L.P. ("MCP III") beneficially owned 952,339 Series E Convertible Preferred Warrants (the "Series E Warrants") underlying an equal amount of shares of Series E Convertible Preferred Stock (the "Series E Stock") and Meritech Capital Affiliates III L.P. ("MC Aff III") beneficially owned 17,357 Series E Warrants underlying an equal amount of shares of Series E Preferred Stock. See footnote (3) below. See footnote (2) above. All of the Series E Warrants held directly by these two entities were exercised and an equal number of shares of Series E Stock were issued to these two entities prior to the filing of the Original Form 3. Accordingly, the amount of Series E Stock and underlying shares of Common Stock has been increased by 952,339 and 17,357 shares, respectively, in this Form 3/A and neither entity holds any Series E Warrants. There was no change in the beneficial ownership of the reporting persons. The reported securities are held of record by MCP III. Meritech Capital Associates III L.L.C. ("MCA III"), the general partner of MCP III, has sole voting and dispositive power with respect to the securities held by MCP III. The managing member of MCA III is Meritech Management Associates III L.L.C. ("MMA III"). Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of MMC III, share voting and dispositive power with respect to the shares held by MCP III. Such persons and entities disclaim beneficial ownership of the securities held by MCP III except to the extent of any pecuniary interest therein. The reported securities are held of record by MC Aff III. MCA III, the general partner of MC Aff III, has sole voting and dispositive power with respect to the securities held by MC Aff III. The managing member of MCA III is MMA III. Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of MMC III, share voting and dispositive power with respect to the shares held by MC Aff III. Such persons and entities disclaim beneficial ownership of the securities held by MC Aff III except to the extent of any pecuniary interest therein. /s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C. 2011-03-23 /s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C. 2011-03-23 /s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Partners III L.P. 2011-03-23 /s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Affiliates III L.P. 2011-03-23 /s/ Paul S. Madera 2011-03-23 /s/ Michael B. Gordon 2011-03-23 /s/ George H. Bischof 2011-03-23