SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Silver Lake Group, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2020

4. If Amendment, Date of 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

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)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
5.75% Convertible Senior Notes due 2021⁽¹⁾⁽²⁾	$42⁽⁶⁾	04/22/2020		D⁽¹⁾⁽²⁾			$218,242,000	⁽⁷⁾	⁽⁷⁾	Common Stock	5,196,232⁽⁸⁾	⁽¹⁾⁽²⁾	$0.00⁽¹⁾⁽²⁾	I	Held through SLA CM Chicago Holdings, L.P.⁽³⁾⁽⁵⁾
5.75% Convertible Senior Notes due 2023⁽¹⁾⁽²⁾	$42⁽⁶⁾	04/22/2020		A⁽¹⁾⁽²⁾		$218,242,000		⁽⁷⁾	⁽⁷⁾	Common Stock	5,196,232⁽⁸⁾	⁽¹⁾⁽²⁾	$218,242,000⁽¹⁾⁽²⁾	I	Held through SLA CM Chicago Holdings, L.P.⁽³⁾⁽⁵⁾
5.75% Convertible Senior Notes due 2021⁽¹⁾⁽²⁾	$42⁽⁶⁾	04/22/2020		D⁽¹⁾⁽²⁾			$75,758,000	⁽⁷⁾	⁽⁷⁾	Common Stock	1,803,760⁽⁸⁾	⁽¹⁾⁽²⁾	$0.00⁽¹⁾⁽²⁾	I	Held through SLA Chicago Co-Invest II, L.P.⁽⁴⁾⁽⁵⁾
5.75% Convertible Senior Notes due 2023⁽¹⁾⁽²⁾	$42⁽⁶⁾	04/22/2020		A⁽¹⁾⁽²⁾		$75,758,000		⁽⁷⁾	⁽⁷⁾	Common Stock	1,803,760⁽⁸⁾	⁽¹⁾⁽²⁾	$75,758,000⁽¹⁾⁽²⁾	I	Held through SLA Chicago Co-Invest II, L.P.⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SLAA (GP), L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Silver Lake Alpine Associates, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SL Alpine Aggregator GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SLA CM GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SLA CM Chicago Holdings, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SLA Co-Invest, GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SLA Chicago Co-Invest II, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Osnoss Joseph

(Last)

(First)

(Middle)

C/O SILVER LAKE, 55 HUDSON

YARDS, 550 WEST 34TH STREET, 40TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

2. In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

3. These securities are held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

4. These securities are directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.

5. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

6. 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.

7. Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

8. This number represents the number of shares of Common Stock issuable upon conversion of the $218,242,000 principal amount of Convertible Notes held by SLA CM Chicago or the $75,758,000 principal amount of Convertible Notes held by Co-Invest, respectively, in each case, 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 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 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/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.	04/24/2020
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C.	04/24/2020
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P.	04/24/2020
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SL Alpine Aggregator GP, L.L.C.	04/24/2020
	/s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C.	04/24/2020
	/s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Chicago Holdings, L.P.	04/24/2020
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLA Co-Invest, GP, L.L.C.	04/24/2020
	/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLA Co-Invest, GP, L.L.C., general partner of SLA Chicago Co-Invest II, L.P.	04/24/2020
	/s/ Joseph Osnoss	04/24/2020
	** 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.