X0304 4 2011-12-06 1 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 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001359256 MERITECH CAPITAL AFFILIATES III L P 245 LYTTON AVENUE, SUITE 350 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 Common Stock 2011-12-06 4 S 0 82300 17.9523 D 4709539 I See Footnote. Common Stock 2011-12-06 4 S 0 1500 17.9523 D 85835 I See Footnote. The reported securities are held of record by Meritech Capital Partners III L.P. ("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 MMA 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 Meritech Capital Affiliates III L.P ("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 MMA 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.805 to $18.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3 to this Form 4. This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by MCP III, MCA III, MMA III and its managing members, and MC Aff III. /s/ Joel Backman, by power of attorney for Meritech Management Associates III L.L.C. 2011-12-08 /s/ Joel Backman, by power of attorney for Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C. 2011-12-08 /s/ Joel Backman, by power of attorney for 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. 2011-12-08 /s/ Joel Backman, by power of attorney for 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. 2011-12-08 /s/ Joel Backman, by power of attorney for Paul S. Madera 2011-12-08 /s/ Joel Backman, by power of attorney for Michael B. Gordon 2011-12-08 /s/ Joel Backman, by power of attorney for George H. Bischof 2011-12-08