Edgar Filing: Cornerstone OnDemand Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Deer VI & Co. LLC

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2011

(Street)

LARCHMONT, NY 10538

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2011		C		4,685,370	A	⁽¹⁾ ⁽³⁾	4,685,370	I	See footnotes ⁽²⁾ ⁽⁷⁾
Common Stock	03/22/2011		X		1,552,699	A	⁽⁴⁾	6,238,069	I	See footnotes ⁽²⁾ ⁽⁷⁾
Common Stock	03/22/2011		F		201,433	D	$ 18.5	6,036,636	I	See footnotes ⁽²⁾ ⁽⁷⁾
Common Stock	03/22/2011		S		628,075	D	$ 12.0718	5,408,561	I	See footnotes ⁽²⁾ ⁽⁷⁾
Common Stock	03/22/2011		C		1,577,414	A	⁽¹⁾ ⁽³⁾	1,577,414	I	See footnotes ⁽⁵⁾ ⁽⁷⁾
Common Stock	03/22/2011		X		522,744	A	⁽⁴⁾	2,100,188	I	See footnotes ⁽⁵⁾ ⁽⁷⁾
Common Stock	03/22/2011		F		67,820	D	$ 18.5	2,032,368	I	See footnotes ⁽⁵⁾ ⁽⁷⁾
Common Stock	03/22/2011		S		211,453	D	$ 12.0718	1,820,915	I	See footnotes ⁽⁵⁾ ⁽⁷⁾
Common Stock	03/22/2011		C		78,125	A	⁽¹⁾	78,125	I	See footnotes ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/22/2011		X		26,042	A	⁽⁴⁾	104,167	I	See footnotes ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/22/2011		F		3,379	D	$ 18.5	100,788	I	See footnotes ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/22/2011		S		10,472	D	$ 12.0718	90,316	I	See footnotes ⁽⁶⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Convertible Preferred Stock

⁽¹⁾

03/22/2011

4,617,188

⁽¹⁾

Common Stock

4,617,188

$ 0

See footnotes ⁽²⁾ ⁽⁷⁾

Series E Convertible Preferred Stock

⁽³⁾

03/22/2011

68,182

⁽³⁾

Common Stock

68,182

$ 0

See footnotes ⁽²⁾ ⁽⁷⁾

Series D Convertible Preferred Warrants (right to buy)

$ 2.4

03/22/2011

C⁽⁸⁾

1,539,062

⁽¹⁾

Series D Convertible Preferred Stock

1,539,062

$ 0

See footnotes ⁽²⁾ ⁽⁷⁾

Series E Convertible Preferred Warrants (right to buy)

$ 2.4

03/22/2011

C⁽⁹⁾

13,637

⁽³⁾

Series E Convertible Preferred Stock

13,637

$ 0

See footnotes ⁽²⁾ ⁽⁷⁾

Common Stock Warrants (right to buy)

$ 2.4

03/22/2011

C⁽⁸⁾⁽⁹⁾

1,552,699

⁽¹⁰⁾

Common Stock

1,552,699

$ 0

1,552,699

See footnotes ⁽²⁾ ⁽⁷⁾

Common Stock Warrants (right to buy)

$ 2.4

03/22/2011

1,552,699

⁽⁴⁾

Common Stock

1,552,699

$ 0

See footnotes ⁽²⁾ ⁽⁷⁾

Series D Convertible Preferred Stock

⁽¹⁾

03/22/2011

1,554,687

⁽¹⁾

Common Stock

1,554,687

$ 0

See footnotes ⁽⁵⁾ ⁽⁷⁾

Series E Convertible Preferred Stock

⁽³⁾

03/22/2011

22,727

⁽³⁾

Common Stock

22,727

$ 0

See footnotes ⁽⁵⁾ ⁽⁷⁾

Series D Convertible Preferred Warrants (right to buy)

$ 2.4

03/22/2011

C⁽⁸⁾

518,229

⁽¹⁾

Series D Convertible Preferred Stock

518,229

$ 0

See footnotes ⁽⁵⁾ ⁽⁷⁾

Series E Convertible Preferred Warrants (right to buy)

$ 2.4

03/22/2011

C⁽⁹⁾

4,545

⁽³⁾

Series E Convertible Preferred Stock

4,545

$ 0

See footnotes ⁽⁵⁾ ⁽⁷⁾

Common Stock Warrants (right to buy)

$ 2.4

03/22/2011

C⁽⁸⁾⁽⁹⁾

522,774

⁽¹⁰⁾

Common Stock

522,774

$ 0

522,774

See footnotes ⁽⁵⁾ ⁽⁷⁾

Common Stock Warrants (right to buy)

$ 2.4

03/22/2011

522,774

⁽⁴⁾

Common Stock

522,774

$ 0

See footnotes ⁽⁵⁾ ⁽⁷⁾

Series D Convertible Preferred Stock

⁽¹⁾

03/22/2011

78,125

⁽¹⁾

Common Stock

78,125

$ 0

See footnotes ⁽⁶⁾ ⁽⁷⁾

Series D Convertible Preferred Warrants (right to buy)

$ 2.4

03/22/2011

C⁽⁸⁾

26,042

⁽¹⁾

Series D Convertible Preferred Stock

26,042

$ 0

See footnotes ⁽⁶⁾ ⁽⁷⁾

Common Stock Warrants (right to buy)

$ 2.4

03/22/2011

C⁽⁸⁾

26,042

⁽¹⁰⁾

Common Stock

26,042

$ 0

26,042

See footnotes ⁽⁶⁾ ⁽⁷⁾

Common Stock Warrants (right to buy)

$ 2.4

03/22/2011

26,042

⁽⁴⁾

Common Stock

26,042

$ 0

See footnotes ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Deer VI & Co. LLC C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
Bessemer Venture Partners VI L.P. 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
Bessemer Venture Partners Co-Investment L.P. 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
Bessemer Venture Partners VI Institutional L.P. 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X

Signatures

/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC		03/23/2011
^**Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC, general partner of Bessemer Venture Partners VI L.P.		03/23/2011
^**Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC, general partner of Bessemer Venture Partners Co-Investment L.P.		03/23/2011
^**Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC, general partner of Bessemer Venture Partners VI Institutional L.P.		03/23/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	The reported securities are held of record by Bessemer Venture Partners VI L.P. ("BVP VI").
(3)	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.
(4)	The Common Stock Warrants were net exercised immediately prior to the closing of Issuer's initial public offering.
(5)	The reported securities are held of record by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment").
(6)	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").
(7)	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.
(8)	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.
(9)	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.
(10)	The Common Stock Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock.

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