SEC Form 4 · accession 0000899243-18-024141

Cornerstone OnDemand Inc · CSOD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The 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. The Convertible Notes will continue to be held by Silver Lake Group, L.L.C and/or its affiliates, and remain subject to a lock-up provision in the November 8, 2017 investment agreement by and between Cornerstone OnDemand, Inc. (the "Issuer") and an affiliate of Silver Lake Group, L.L.C.
• F10These securities are directly held by Co-Invest. See footnote 5.
• F2This filing is made in connection with the ordinary course establishment of a limited partnership investment fund affiliated with the Reporting Persons which has an indirect interest in the Convertible Notes, and the admission of new limited partners to such fund, which may be deemed to have resulted in a decrease in the pecuniary interest of the Reporting Persons as a result of the dilution of their interest in the fund. The principal amount of the Convertible Notes held by SLP Chicago Holdings, L.P. and SLC Chicago Co-Invest II, L.P. that previously corresponded to the Reporting Persons' interests and which may now be deemed indirectly attributable to the new limited partners, based on overall capital commitments to such fund is approximately $206,209,900 and $716,210, respectively.
• F3This Form 4 is filed by 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. SLAA is the managing member of SLP Chicago GP, L.L.C. ("SLP Chicago GP"), which is the general partner of SLP Chicago Holdings, L.P. ("SLP Chicago"). SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP and SLC Co-Invest, GP, L.L.C., ("Co-Invest GP"), which serves as the general partner of SLC Chicago Co-Invest II, L.P. ("Co-Invest"). Mr. Osnoss serves as a member of the board of directors of 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. This filing shall not be deemed an admission that the Reporting Persons engaged in any transaction subject to Section 16 of the Exchange Act.
• F4SLAA, as the managing member of SLP Chicago GP, SLAA GP, as the general partner of SLAA, SLG, as the managing member of SLAA GP, and Mr. Osnoss, as a Managing Director of SLG, may each be deemed to be the indirect beneficial owner of the securities directly owned by SLP Chicago. However, pursuant to Rule 16a-1(a)(4) of the 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, and each Reporting Person disclaims beneficial ownership of the securities held by SLP Chicago, except to the extent of such Reporting Person's pecuniary interest therein, if any.
• F5SLG, as the managing member of Co-Invest GP, and Mr. Osnoss, as a Managing Director of SLG, may each be deemed to be the indirect beneficial owner of the securities directly owned by Co-Invest. However, pursuant to Rule 16a-1(a)(4) of 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, and each Reporting Person disclaims beneficial ownership of the securities held by Co-Invest, except to the extent of such Reporting Person's pecuniary interest therein, if any.
• F6The initial conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of approximately $42.00 per share of common stock of the Issuer ("Common Stock").
• F7The Convertible Notes mature on July 1, 2021, subject to earlier repurchase or conversion in accordance with their terms.
• F85,196,232 and 1,803,760 shares of Common Stock are issuable upon conversion of the Convertible Notes held by each of SLP Chicago and Co-Invest, respectively, at the initial 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 initial 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.
• F9These securities are directly held by SLP Chicago. See footnote 4.

Remarks

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that, for purposes of Section 16 of the Exchange Act or otherwise, the Reporting Persons or any of their affiliates are the beneficial owners of any securities reported herein, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.