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Filing Details

Accession Number:: 0001144204-11-016678
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-03-23 20:19:23
Reporting Period:: 2011-03-22

Filing Date:: 2011-03-23
Accepted Time:: 2011-03-23 20:19:23
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	Director	Officer	Large Shareholder	Other
1362888	Bessemer Venture Partners Co-Investment L.p.	1865 Palmer Avenue, Suite 104 Larchmont NY 10538	No	No	Yes	No
1362889	L.p. Institutional Vi Partners Venture Bessemer	1865 Palmer Avenue, Suite 104 Larchmont NY 10538	No	No	Yes	No
1362890	Deer Vi & Co. Llc	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538	No	No	Yes	No
1362891	L.p. Vi Partners Venture Bessemer	1865 Palmer Avenue, Suite 104 Larchmont NY 10538	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-03-22	4,685,370	$0.00	4,685,370	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2011-03-22	1,552,699	$0.00	6,238,069	No	4	X	Indirect	See footnotes
Common Stock	Disposition	2011-03-22	201,433	$18.50	6,036,636	No	4	F	Indirect	See footnotes
Common Stock	Disposition	2011-03-22	628,075	$12.07	5,408,561	No	4	S	Indirect	See footnotes
Common Stock	Acquisiton	2011-03-22	1,577,414	$0.00	1,577,414	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2011-03-22	522,744	$0.00	2,100,188	No	4	X	Indirect	See footnotes
Common Stock	Disposition	2011-03-22	67,820	$18.50	2,032,368	No	4	F	Indirect	See footnotes
Common Stock	Disposition	2011-03-22	211,453	$12.07	1,820,915	No	4	S	Indirect	See footnotes
Common Stock	Acquisiton	2011-03-22	78,125	$0.00	78,125	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2011-03-22	26,042	$0.00	104,167	No	4	X	Indirect	See footnotes
Common Stock	Disposition	2011-03-22	3,379	$18.50	100,788	No	4	F	Indirect	See footnotes
Common Stock	Disposition	2011-03-22	10,472	$12.07	90,316	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	X	Indirect	See footnotes
No	4	F	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	X	Indirect	See footnotes
No	4	F	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	X	Indirect	See footnotes
No	4	F	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series D Convertible Preferred Stock	Disposition	2011-03-22	4,617,188	$0.00	4,617,188	$0.00
Common Stock	Series E Convertible Preferred Stock	Disposition	2011-03-22	68,182	$0.00	68,182	$0.00
Series D Convertible Preferred Stock	Series D Convertible Preferred Warrants (right to buy)	Disposition	2011-03-22	1,539,062	$0.00	1,539,062	$2.40
Series E Convertible Preferred Stock	Series E Convertible Preferred Warrants (right to buy)	Disposition	2011-03-22	13,637	$0.00	13,637	$2.40
Common Stock	Common Stock Warrants (right to buy)	Acquisiton	2011-03-22	1,552,699	$0.00	1,552,699	$2.40
Common Stock	Common Stock Warrants (right to buy)	Disposition	2011-03-22	1,552,699	$0.00	1,552,699	$2.40
Common Stock	Series D Convertible Preferred Stock	Disposition	2011-03-22	1,554,687	$0.00	1,554,687	$0.00
Common Stock	Series E Convertible Preferred Stock	Disposition	2011-03-22	22,727	$0.00	22,727	$0.00
Series D Convertible Preferred Stock	Series D Convertible Preferred Warrants (right to buy)	Disposition	2011-03-22	518,229	$0.00	518,229	$2.40
Series E Convertible Preferred Stock	Series E Convertible Preferred Warrants (right to buy)	Disposition	2011-03-22	4,545	$0.00	4,545	$2.40
Common Stock	Common Stock Warrants (right to buy)	Acquisiton	2011-03-22	522,774	$0.00	522,774	$2.40
Common Stock	Common Stock Warrants (right to buy)	Disposition	2011-03-22	522,774	$0.00	522,774	$2.40
Common Stock	Series D Convertible Preferred Stock	Disposition	2011-03-22	78,125	$0.00	78,125	$0.00
Series D Convertible Preferred Stock	Series D Convertible Preferred Warrants (right to buy)	Disposition	2011-03-22	26,042	$0.00	26,042	$2.40
Common Stock	Common Stock Warrants (right to buy)	Acquisiton	2011-03-22	26,042	$0.00	26,042	$2.40
Common Stock	Common Stock Warrants (right to buy)	Disposition	2011-03-22	26,042	$0.00	26,042	$2.40

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
1,552,699	No	4	C	Indirect
0	No	4	X	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
522,774	No	4	C	Indirect
0	No	4	X	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
26,042	No	4	C	Indirect
0	No	4	X	Indirect

Footnotes

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.
The reported securities are held of record by Bessemer Venture Partners VI L.P. ("BVP VI").
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.
The Common Stock Warrants were net exercised immediately prior to the closing of Issuer's initial public offering.
The reported securities are held of record by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment").
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").
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.
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.
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.
The Common Stock Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock.