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)
03/22/2011
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 03/22/2011 C 4,685,370 A (1)(3) 4,685,370 I See footnotes(2)(7)
Common Stock 03/22/2011 X 1,552,699 A (4) 6,238,069 I See footnotes(2)(7)
Common Stock 03/22/2011 F 201,433 D $18.5 6,036,636 I See footnotes(2)(7)
Common Stock 03/22/2011 S 628,075 D $12.0718 5,408,561 I See footnotes(2)(7)
Common Stock 03/22/2011 C 1,577,414 A (1)(3) 1,577,414 I See footnotes(5)(7)
Common Stock 03/22/2011 X 522,744 A (4) 2,100,188 I See footnotes(5)(7)
Common Stock 03/22/2011 F 67,820 D $18.5 2,032,368 I See footnotes(5)(7)
Common Stock 03/22/2011 S 211,453 D $12.0718 1,820,915 I See footnotes(5)(7)
Common Stock 03/22/2011 C 78,125 A (1) 78,125 I See footnotes(6)(7)
Common Stock 03/22/2011 X 26,042 A (4) 104,167 I See footnotes(6)(7)
Common Stock 03/22/2011 F 3,379 D $18.5 100,788 I See footnotes(6)(7)
Common Stock 03/22/2011 S 10,472 D $12.0718 90,316 I See footnotes(6)(7)
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
Series D Convertible Preferred Stock (1) 03/22/2011 C 4,617,188 (1) (1) Common Stock 4,617,188 $0 0 I See footnotes(2)(7)
Series E Convertible Preferred Stock (3) 03/22/2011 C 68,182 (3) (3) Common Stock 68,182 $0 0 I See footnotes(2)(7)
Series D Convertible Preferred Warrants (right to buy) $2.4 03/22/2011 C(8) 1,539,062 (1) (1) Series D Convertible Preferred Stock 1,539,062 $0 0 I See footnotes(2)(7)
Series E Convertible Preferred Warrants (right to buy) $2.4 03/22/2011 C(9) 13,637 (3) (3) Series E Convertible Preferred Stock 13,637 $0 0 I See footnotes(2)(7)
Common Stock Warrants (right to buy) $2.4 03/22/2011 C(8)(9) 1,552,699 (10) (10) Common Stock 1,552,699 $0 1,552,699 I See footnotes(2)(7)
Common Stock Warrants (right to buy) $2.4 03/22/2011 X 1,552,699 (4) (4) Common Stock 1,552,699 $0 0 I See footnotes(2)(7)
Series D Convertible Preferred Stock (1) 03/22/2011 C 1,554,687 (1) (1) Common Stock 1,554,687 $0 0 I See footnotes(5)(7)
Series E Convertible Preferred Stock (3) 03/22/2011 C 22,727 (3) (3) Common Stock 22,727 $0 0 I See footnotes(5)(7)
Series D Convertible Preferred Warrants (right to buy) $2.4 03/22/2011 C(8) 518,229 (1) (1) Series D Convertible Preferred Stock 518,229 $0 0 I See footnotes(5)(7)
Series E Convertible Preferred Warrants (right to buy) $2.4 03/22/2011 C(9) 4,545 (3) (3) Series E Convertible Preferred Stock 4,545 $0 0 I See footnotes(5)(7)
Common Stock Warrants (right to buy) $2.4 03/22/2011 C(8)(9) 522,774 (10) (10) Common Stock 522,774 $0 522,774 I See footnotes(5)(7)
Common Stock Warrants (right to buy) $2.4 03/22/2011 X 522,774 (4) (4) Common Stock 522,774 $0 0 I See footnotes(5)(7)
Series D Convertible Preferred Stock (1) 03/22/2011 C 78,125 (1) (1) Common Stock 78,125 $0 0 I See footnotes(6)(7)
Series D Convertible Preferred Warrants (right to buy) $2.4 03/22/2011 C(8) 26,042 (1) (1) Series D Convertible Preferred Stock 26,042 $0 0 I See footnotes(6)(7)
Common Stock Warrants (right to buy) $2.4 03/22/2011 C(8) 26,042 (10) (10) Common Stock 26,042 $0 26,042 I See footnotes(6)(7)
Common Stock Warrants (right to buy) $2.4 03/22/2011 X 26,042 (4) (4) Common Stock 26,042 $0 0 I See footnotes(6)(7)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Bessemer Venture Partners VI L.P.

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Bessemer Venture Partners Co-Investment L.P.

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Bessemer Venture Partners VI Institutional L.P.

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
2. The reported securities are held of record by Bessemer Venture Partners VI L.P. ("BVP VI").
3. The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
4. The Common Stock Warrants were net exercised immediately prior to the closing of Issuer's initial public offering.
5. The reported securities are held of record by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment").
6. The reported securities are held of record by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional" and collectively with BVP VI and BVP Co-Investment, the "Bessemer Venture Partners Entities").
7. Deer VI & Co. LLC (the "General Partner") is the general partner of the Bessemer Venture Partners Entities and exercises voting and investment power with respect to securities owned directly by the Bessemer Venture Partners Entities. David J. Cowan, J. Edmund Colloton, Robert M. Stavis, Robin S. Chandra and Robert P. Goodman are the executive managers of the General Partner and share voting and dispositive power with respect to the securities held by the Bessemer Venture Partners Entities. The General Partner disclaims beneficial ownership of the securities owned directly by the Bessemer Venture Partners Entities 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 therein.
8. The Series D Convertible Preferred Stock Warrants to purchase shares of Series D Convertible Preferred Stock automatically converted into warrants to purchase an equivalent number of shares of Common Stock, at the same exercise price, immediately prior to the closing of the Issuer's initial public offering.
9. The Series E Convertible Preferred Stock Warrants to purchase shares of Series E Convertible Preferred Stock automatically converted into warrants to purchase an equivalent number of shares of Common Stock, at the same exercise price, immediately prior to the closing of the Issuer's initial public offering.
10. The Common Stock Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock.
/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC 03/23/2011
/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC, general partner of Bessemer Venture Partners VI L.P. 03/23/2011
/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC, general partner of Bessemer Venture Partners Co-Investment L.P. 03/23/2011
/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC, general partner of Bessemer Venture Partners VI Institutional L.P. 03/23/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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