0000899243-21-040626.txt : 20211019 0000899243-21-040626.hdr.sgml : 20211019 20211019170038 ACCESSION NUMBER: 0000899243-21-040626 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211015 FILED AS OF DATE: 20211019 DATE AS OF CHANGE: 20211019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLAA (GP), L.L.C. CENTRAL INDEX KEY: 0001722977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35098 FILM NUMBER: 211331766 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: SLCA (GP), L.L.C. DATE OF NAME CHANGE: 20171116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Group, L.L.C. CENTRAL INDEX KEY: 0001418226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35098 FILM NUMBER: 211331765 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Osnoss Joseph CENTRAL INDEX KEY: 0001603955 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35098 FILM NUMBER: 211331758 MAIL ADDRESS: STREET 1: C/O SILVER LAKE EUROPE LLP STREET 2: BROADBENT HOUSE, 65 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 3JH REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Alpine Associates, L.P. CENTRAL INDEX KEY: 0001722976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35098 FILM NUMBER: 211331764 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: Silver Lake Credit Associates, L.P. DATE OF NAME CHANGE: 20171116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLA CM GP, L.L.C. CENTRAL INDEX KEY: 0001790767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35098 FILM NUMBER: 211331762 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLA Chicago Co-Invest II, L.P. CENTRAL INDEX KEY: 0001724586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35098 FILM NUMBER: 211331759 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: SLC Chicago Co-Invest II, L.P. DATE OF NAME CHANGE: 20171206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLA Co-Invest, GP, L.L.C. CENTRAL INDEX KEY: 0001724587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35098 FILM NUMBER: 211331760 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: SLC Co-Invest, GP, L.L.C. DATE OF NAME CHANGE: 20171206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLA CM Chicago Holdings, L.P. CENTRAL INDEX KEY: 0001790763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35098 FILM NUMBER: 211331761 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SL Alpine Aggregator GP, L.L.C. CENTRAL INDEX KEY: 0001790765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35098 FILM NUMBER: 211331763 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: 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 FISCAL YEAR END: 1231 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-15 1 0001401680 Cornerstone OnDemand Inc CSOD 0001722977 SLAA (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001418226 Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001722976 Silver Lake Alpine Associates, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001790765 SL Alpine Aggregator GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001790767 SLA CM GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001790763 SLA CM Chicago Holdings, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001724587 SLA Co-Invest, GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001724586 SLA Chicago Co-Invest II, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001603955 Osnoss Joseph C/O SILVER LAKE, 55 HUDSON YARDS 550 WEST 34TH STREET, 40TH FLOOR NEW YORK NY 10001 1 0 0 0 Common Stock 2021-10-15 4 M 0 5496771 A 5496771 I Held through SLA CM Chicago Holdings, L.P. Common Stock 2021-10-15 4 D 0 5496771 57.50 D 0 I Held through SLA CM Chicago Holdings, L.P. Common Stock 2021-10-15 4 M 0 1908085 A 1908085 I Held through SLA Chicago Co-Invest II, L.P. Common Stock 2021-10-15 4 D 0 1908085 57.50 D 0 I Held through SLA Chicago Co-Invest II, L.P. Common Stock 2021-10-15 4 D 0 30360 57.50 D 0 I See footnote 5.75% Convertible Senior Notes due 2023 2021-10-15 4 M 0 218242000 0.00 D Common Stock 5496771 0 I Held through SLA CM Chicago Holdings, L.P. 5.75% Convertible Senior Notes due 2023 2021-10-15 4 M 0 75758000 0.00 D Common Stock 1908085 0 I Held through SLA Chicago Co-Invest II, L.P. On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest. These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer. These securities were held by Mr. Osnoss for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates or certain of the funds they manage ("Silver Lake"). Mr. Osnoss served as a director of the Issuer. Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from such sale are expected to be remitted to Silver Lake and/or its limited partners. Mr. Osnoss, through his role at Silver Lake, may have been deemed to have an indirect interest in the securities reported herein. Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person engaged in a transaction subject to Section 16 of the Exchange Act or is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 2021-10-19 /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. 2021-10-19 /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. 2021-10-19 /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SL Alpine Aggregator GP, L.L.C. 2021-10-19 /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C. 2021-10-19 /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Chicago Holdings, L.P. 2021-10-19 /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLA Co-Invest, GP, L.L.C. 2021-10-19 /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLA Co-Invest, GP, L.L.C., general partner of SLA Chicago Co-Invest II, L.P. 2021-10-19 /s/ Joseph Osnoss 2021-10-19