X0206 3 2019-10-31 0 0001401680 Cornerstone OnDemand Inc CSOD 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 0001790767 SLA CM GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 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 0 0 5.75% Convertible Senior Notes due 2021 42.00 Common Stock 5196232 I Held through SLA CM Chicago Holdings, L.P. The aggregate amount of 5.75% Convertible Senior Notes due 2021 ("Convertible Notes") held by Silver Lake Group, L.L.C. and/or its affiliates has not changed since the date of original acquisition, and is not changing now. This Form 3 is filed by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"), SLA CM GP, L.L.C. ("SLA CM GP") and SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake Alpine Associates, L.P. ("SLA Funds"). In connection with such internal reorganization, one of the previous direct holders of these Convertible Notes, SLA Chicago Holdings, L.P., made an in-kind distribution of Convertible Notes to SLA CM Chicago. Such transfer did not otherwise represent any change in pecuniary interest of any of the SLA Funds or their affiliates. Not included on this form is $75,758,000 principal amount of Convertible Notes acquired by SLA Chicago Co-Invest II, L.P. in the original acquisition and which SLA Chicago Co-Invest II, L.P. continues to hold. SLA CM GP is the general partner of SLA CM Chicago. 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. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Joseph Osnoss serves as a member of the board of directors of Cornerstone OnDemand, Inc. (the "Issuer") and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. The Convertible Notes mature on July 1, 2021, subject to earlier repurchase or conversion in accordance with their terms. This number represents the number of shares of Common Stock issuable upon conversion of the $218,242,000 principal amount of Convertible Notes held by SLA CM Chicago at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee. The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of Common Stock. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that any Reporting Person 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 of SLA CM GP, L.L.C., general partner of SLA CM Chicago Holdings, L.P. 2019-11-01 /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C. 2019-11-01 /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. 2019-11-01