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Filing Details

Accession Number:: 0001181431-12-059645
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-11-20 15:03:25
Reporting Period:: 2012-11-16

Filing Date:: 2012-11-20
Accepted Time:: 2012-11-20 15:03:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1401680	Cornerstone Ondemand Inc	CSOD	Services-Prepackaged Software (7372)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1501075	Rob Ward	245 Lytton Avenue, Suite 350 Palo Alto CA 94301		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2011-11-16	32,075	$27.03	3,983,521	No	4	S	Indirect	See Footnote.
Common Stock	Disposition	2012-11-16	585	$27.03	72,604	No	4	S	Indirect	See Footnote.
Common Stock	Disposition	2011-11-19	18,760	$27.01	3,964,761	No	4	S	Indirect	See Footnote.
Common Stock	Disposition	2011-11-19	342	$27.01	72,262	No	4	S	Indirect	See Footnote.
Common Stock	Disposition	2011-11-19	570,000	$0.00	3,394,761	No	4	J	Indirect	See Footnote.
Common Stock	Disposition	2011-11-19	10,389	$0.00	61,873	No	4	J	Indirect	See Footnote.
Common Stock	Acquisiton	2011-11-19	17,079	$0.00	17,079	No	4	J	Direct
Common Stock	Acquisiton	2011-11-19	238	$0.00	238	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote.
No	4	S	Indirect	See Footnote.
No	4	S	Indirect	See Footnote.
No	4	S	Indirect	See Footnote.
No	4	J	Indirect	See Footnote.
No	4	J	Indirect	See Footnote.
No	4	J	Direct
No	4	J	Direct

Footnotes

The reported securities are held of record by Meritech Capital Partners III L.P. ("MCP III"). Meritech Capital Associates III L.L.C. ("MCA III"), the general partner of MCP III, has sole voting and dispositive power with respect to the securities held by MCP III. The managing member of MCA III is Meritech Management Associates III L.L.C. ("MMA III"). Robert D. Ward , a managing member of MMA III, may be deemed to share voting and dispositive power with respect to the shares held by MCP III and disclaims beneficial ownership of the securities held by MCP III except to the extent of any pecuniary interest therein.
The reported securities are held of record by Meritech Capital Affiliates III L.P ("MC Aff III"). MCA III, the general partner of MC Aff III, has sole voting and dispositive power with respect to the securities held by MC Aff III. The managing member of MCA III is MMA III. Robert D. Ward, a managing member of MMA III, may be deemed to share voting and dispositive power with respect to the shares held by MC Aff III and disclaims beneficial ownership of the securities held by MC Aff III except to the extent of any pecuniary interest therein.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.52 to $27.085, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3 to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.75 to $27.34, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 to this Form 4.
MCP III made pro-rata distributions for no additional consideration of 570,000 shares of Common Stock of the Issuer to its partners on November 19, 2012.
MC Aff III made pro-rata distributions for no additional consideration of 10,389 shares of Common Stock of the Issuer to its partners on November 19, 2012.
Represents the receipt of shares by virtue of a pro-rata in-kind distribution of Common Stock of the Issuer by MMA III.
Represents the receipt of shares by virtue of a pro-rata in-kind distribution of Common Stock of the Issuer by MC Aff III.