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) 10/31/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| 5.75% Convertible Senior Notes due 2021(1)(2) | $42(4) | 10/31/2019 | J(1)(2) | $218,242,000 | (5) | (5) | Common Stock | 5,196,232(6) | $0.00(1)(2) | $0.00(1)(2) | I | Held through SLA Chicago Holdings, L.P.(3) | |||
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. The aggregate amount of 5.75% Convertible Senior Notes due 2021 ("Convertible Notes") held by Silver Lake Group, L.L.C. and/or its affiliates has not changed since the date of original acquisition, and is not changing now. This Form 4 is filed by SLA Chicago Holdings, L.P. ("SLA Chicago") and its general partner, SLA Chicago GP, L.L.C ("SLA Chicago GP"), in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake Alpine Associates, L.P. ("SLA Funds"). In connection with such internal reorganization, SLA Chicago made an in-kind distribution of the Convertible Notes it directly held to a new affiliated holding vehicle, SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM Chicago and its general partner, SLA CM GP, L.L.C. and SLA CM GP, L.L.C.'s sole member, SLA Aggregator GP, L.L.C., are separately filing a Form 3 reporting SLA CM Chicago's ownership of the Convertible Notes. |
| 2. The transfer referred to above in footnote (1) did not represent any change in pecuniary interest of any of the SLA Funds or their affiliates. Not included on this Form 4 is $75,758,000 principal amount of Convertible Notes acquired by SLA Chicago Co-Invest II, L.P. in the original acquisition and which SLA Chicago Co-Invest II, L.P. continues to hold. |
| 3. SLA Chicago GP is the general partner of SLA Chicago. Silver Lake Alpine Associates, L.P. ("SLAA") is the sole member of SLA Chicago GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. is the managing member of SLAA GP. |
| 4. The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of common stock of the Issuer ("Common Stock"). |
| 5. The Convertible Notes mature on July 1, 2021, subject to earlier repurchase or conversion in accordance with their terms. |
| 6. 5,196,232 shares of Common Stock are issuable upon conversion of the Convertible Notes previously held by SLP Chicago, at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person engaged in a transaction subject to Section 16 of the Exchange Act or was 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/ Joseph Osnoss, Vice President of SLA Chicago GP, L.L.C., general partner of SLA Chicago Holdings, L.P. | 11/01/2019 | |
| /s/ Joseph Osnoss, Vice President of SLA Chicago GP, L.L.C. | 11/01/2019 | |
| ** 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. | ||