David Joseph Carter Form 4 Cornerstone OnDemand / David Joseph Carter ownership change

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^*

Carter David Joseph

(Last) (First) (Middle)

C/O CORNERSTONE ONDEMAND, INC.

1601 CLOVEFIELD BLVD., SUITE 620 SOUTH

(Street)

SANTA MONICA CA 90404

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President of Sales

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	09/14/2015		M		5,927	A	$12.54	61,348	D
Common Stock	09/14/2015		M		21,571	A	$23.81	82,919	D
Common Stock	09/14/2015		S		27,498	D	$37.589(1)	55,421	D

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
Employee Stock Option (right to buy)	$12.54	09/14/2015		M			5,927	(2)	10/01/2021	Common Stock	5,927	$0.00	14,906	D
Employee Stock Option (right to buy)	$23.81	09/14/2015		M			10,568	(3)	07/01/2022	Common Stock	10,568	$0.00	5,563	D
Employee Stock Option (right to buy)	$23.81	09/14/2015		M			11,003	(4)	07/01/2022	Common Stock	11,003	$0.00	0	D

Explanation of Responses:

1. This sale price represents the weighted average sale price of the shares sold ranging from $37.41 to $37.81 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

2. One-fourth the shares subject to the option vested on October 1, 2012 and one forty-eighth of the shares will vest monthly thereafter, provided that the Reporting Person is a service provider through each such vesting date.

3. One-fourth of the shares subject to the option vested on July 1, 2013 and one forty-eighth of the shares shall vest monthly thereafter, provided that the Reporting Person is a service provider on each such vesting date.

4. The shares subject to the option are fully vested and exercisable.

Remarks:

	/s/ Adam J. Weiss, by Power of Attorney	09/16/2015
	** 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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