SEC Form 4 · accession 0001209191-19-015162
Cornerstone OnDemand Inc · CSOD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam L Miller
Officer — Chief Executive Officer · Director
Period of report
Feb 27, 2019
Accepted (ET)
Mar 1, 2019 · 6:06 pm EST
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 | Feb 27, 2019 | A | 53,706 | $0.00 | A | 2,450,140 | D | |
| Common Stock | Feb 28, 2019 | S | 4,562 | $56.91 | D | 2,445,578 | D | |
| Common StockF3 | holding | — | — | — | 667,491 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 700,000 | I | See footnote | |
| Common StockF5 | holding | — | — | — | 300,000 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each share is represented by a Restricted Stock Unit ("RSU"). One-fourth (1/4) of the total RSUs will vest on each of the first four (4) anniversaries of February 27, 2019, subject to the Reporting Person's continued service as of each such vesting date.
- F2Shares sold to cover tax obligations in connection with the vesting of restricted stock units. This sale is mandated by the terms of the RSU agreement between the Reporting Person and the Issuer, and does not represent a discretionary trade by the Reporting Person.
- F3Shares held of record by the Miller Family Irrevocable Trust for which the Reporting Person's spouse serves as investment advisor.
- F4Shares held of record by the Miller 2018 Family GRAT for which the Reporting Person's spouse serves as investment advisor.
- F5Shares held of record by the MST Trust for which the Reporting Person serves as investment advisor.