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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cornerstone OnDemand Inc [ CSOD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/08/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 12/08/2017 | A | 10,760(2) | A | $0.00 | 10,760 | I | See footnote(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 is filed by SLP Chicago Holdings, L.P. ("SLP Chicago"), SLC Chicago Co-Invest II, L.P. ("Co-Invest"), SLP Chicago GP, L.L.C. ("SLP Chicago GP"), SLC Co-Invest, GP, L.L.C., ("Co-Invest GP"), Silver Lake Credit Associates, L.P. ("SLCA"), SLCA (GP), L.L.C. ("SLCA GP"), Silver Lake Group, L.L.C. ("SLG") and Mr. Joseph Osnoss. SLP Chicago GP is the general partner of SLP Chicago. Co-Invest GP is the general partner of Co-Invest. SLCA is the managing member of SLP Chicago GP. SLCA GP is the general partner of SLCA. SLG is the managing member of SLCA GP and Co-Invest GP. Mr. 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 SLP Chicago, Co-Invest, SLP Chicago GP, Co-Invest GP, SLCA, SLCA GP and SLG may be deemed to be a director by deputization of the Issuer. |
| 2. Each share is represented by a Restricted Stock Unit ("RSU"). One-third (1/3) of the RSUs will vest on the first, second and third anniversaries of the grant date, subject to Mr. Osnoss continuing to be a director through each such vesting date. |
| 3. These securities may be held by Mr. Osnoss for the benefit of one or more Reporting Persons and/or certain of their affiliates or certain of the funds they manage ("Silver Lake"). Mr. Osnoss serves as a director of the Issuer. Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from such sale may be expected to be remitted to Silver Lake and/or its limited partners. Mr. Osnoss, through his role at Silver Lake, may be deemed to have an indirect interest in the securities reported herein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of all securities covered by this filing, and the Reporting Persons disclaim beneficial ownership of these securities, except to the extent of each of their pecuniary interest therein, if any. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 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/ Karen M. King, Director, on behalf of Silver Lake Group, L.L.C. | 12/12/2017 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake Group, L.L.C., managing member of SLCA (GP), L.L.C. | 12/12/2017 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake Group, L.L.C., managing member of SLCA (GP), L.L.C., general partner of SLCA | 12/12/2017 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake Group, L.L.C., managing member of SLC Co-Invest, GP, L.L.C. | 12/12/2017 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake Group, L.L.C., managing member of SLCA (GP), L.L.C., general partner of SLCA, managing member of SLP Chicago GP, L.L.C. | 12/12/2017 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake Group, L.L.C., managing member of SLC Co-Invest, GP, L.L.C., general partner of SLC Chicago Co-Invest II, L.P. | 12/12/2017 | |
| /s/ Karen M. King, Director, on behalf of Silver Lake Group, L.L.C., managing member of SLCA (GP), L.L.C., general partner of SLCA, managing member of SLP Chicago GP, L.L.C., general partner of SLP Chicago Holdings, L.P. | 12/12/2017 | |
| /s/ Joseph Osnoss | 12/12/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||