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