SEC Form 4 · accession 0000899243-18-017005
Cornerstone OnDemand Inc · CSOD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Silver Lake Group, L.L.C.
Director · 10% Owner
Joseph Osnoss
Director
Silver Lake Alpine Associates, L.P.
Director · 10% Owner
SLAA (GP), L.L.C.
Director · 10% Owner
SLP Chicago GP, L.L.C.
Director · 10% Owner
SLP Chicago Holdings, L.P.
Director · 10% Owner
SLC Chicago Co-Invest II, L.P.
Director · 10% Owner
SLC Co-Invest, GP, L.L.C.
Director · 10% Owner
Period of report
Jun 14, 2018
Accepted (ET)
Jun 18, 2018 · 4:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001401680
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 14, 2018 | A | 4,624 | $0.00 | A | 15,384 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This 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 Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA 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. SLAA is the managing member of SLP Chicago GP. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA 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, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.
- F2Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest on the earlier of (i) the first anniversary of the grant date, or (ii) the date of the next annual meeting of shareholders, in each case subject to Mr. Osnoss's continued service as of such date.
- F3These 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.
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 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.