Filing Details

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1	NAMES OF REPORTING PERSONS
	Clearlake Capital Group, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,390,322
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,390,322
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,390,322
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

1	NAMES OF REPORTING PERSONS
	José Enrique Feliciano
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,390,322
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,390,322
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,390,322
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

1	NAMES OF REPORTING PERSONS
	Behdad Eghbali
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,390,322
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,390,322
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,390,322
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

 

Cornerstone OnDemand, Inc. (the “Issuer”)

 

 

1601 Cloverfield Blvd., Suite 620 South, Santa Monica, CA 90404

 

 

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

i) Clearlake Capital Group, L.P. (“Clearlake Capital Group”);

 

ii) José Enrique Feliciano (“Mr. Feliciano”); and

 

iii) Behdad Eghbali (“Mr. Eghbali”)

 

This Statement relates to the Shares (as defined herein) held for the account of Clearlake Capital Partners VI Finance, L.P., a Delaware limited partnership (“Clearlake Capital Partners VI”). Clearlake Capital Group, L.P. serves as the investment adviser and general partner to Clearlake Capital Partners VI. Mr. Feliciano and Mr. Eghbali are Managing Partners of Clearlake Capital Group.

 

 

The address of the principal business office of each of the Reporting Persons is c/o Clearlake Capital Group, L.P., 233 Wilshire Blvd., Suite 800, Santa Monica, California 90401.

 

 

i) Clearlake Capital Group is a Delaware limited partnership;

 

ii) Mr. Feliciano is a citizen of the United States of America; and

 

iii) Mr. Eghbali is a citizen of the United States of America

 

Common stock, $0.0001 par value (the “Shares”)

 

 

21925Y103

(a)		☐		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)		☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		☐		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c).
(d)		☐		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)		☒		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)		☐		An employee benefit plan or endowment fund in accordance with§240.13d-1(b)(1)(ii)(F).
(g)		☒		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)		☐		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)		☐		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)		☐		Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(k)		☐		Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

 

As of December 31, 2020, each of the Reporting Persons may be deemed the beneficial owner of 4,390,322 Shares.

 

As of December 31, 2020, each of the Reporting Persons may be deemed the beneficial owner of 6.8% of the Shares outstanding. (There were 64,602,956 Shares outstanding as of October 30, 2020 based upon the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2020.)

This Item 5 is not applicable.

See disclosure in Items 2 and 4 hereof. Clearlake Capital Partners VI is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

 

See disclosure in Item 2 hereof.

 

 

This Item 8 is not applicable.

 

This Item 9 is not applicable.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

 

Dated: February 8, 2021

 

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