Chirag Shah Form 3 Cornerstone OnDemand / Chirag Shah ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Shah Chirag

(Last) (First) (Middle)

C/O CORNERSTONE ONDEMAND, INC.

1601 CLOVERFIELD BLVD., SUITE 620 SOUTH

(Street)

SANTA MONICA CA 90404

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2021

3. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc [ CSOD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	49,300(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	12/01/2021	Common Stock	25,000	16.24	D
Stock Option (right to buy)	(2)	02/04/2023	Common Stock	20,000	33.34	D
Stock Option (right to buy)	(2)	07/01/2023	Common Stock	4,200	44.01	D
Stock Option (right to buy)	(2)	05/03/2024	Common Stock	2,500	39.44	D

Explanation of Responses:

1. Includes 32,729 shares represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of Common Stock of the Issuer per the applicable vesting schedule, subject to the Reporting Person's continued service as of each vesting date.

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

Remarks:

	/s/ Adam J. Weiss, by Power of Attorney	02/01/2021
	** 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 5 (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.
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