SEC Form 4 · accession 0001209191-19-018190
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
Mar 6, 2019
Accepted (ET)
Mar 8, 2019 · 5:11 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 Stock | Mar 6, 2019 | S | 4,320 | $54.58 | D | 2,441,258 | D | |
| Common StockF3 | Mar 6, 2019 | S | 6,916 | $53.54 | D | 2,434,342 | D | |
| Common StockF4 | Mar 6, 2019 | S | 1,084 | $54.61 | D | 2,433,258 | D | |
| Common StockF5 | Mar 7, 2019 | S | 6,700 | $53.922 | D | 2,426,558 | D | |
| Common StockF6 | Mar 7, 2019 | S | 1,300 | $54.354 | D | 2,425,258 | D | |
| Common StockF7,F8 | Mar 6, 2019 | S | 2,437 | $53.562 | D | 660,054 | I | See footnote |
| Common StockF8 | Mar 6, 2019 | S | 63 | $54.46 | D | 659,991 | I | See footnote |
| Common StockF9,F8 | Mar 7, 2019 | S | 2,500 | $53.992 | D | 657,491 | I | See footnote |
| Common StockF10 | holding | — | — | — | 700,000 | I | See footnote | |
| Common StockF11 | holding | — | — | — | 300,000 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares 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.
- F10Shares held of record by the Miller 2018 Family GRAT for which the Reporting Person's spouse serves as investment advisor.
- F11Shares held of record by the MST Trust for which the Reporting Person serves as investment advisor.
- F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F3This sale price represents the weighted average sale price of the shares sold ranging from $53.06 to $54.05 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F4This sale price represents the weighted average sale price of the shares sold ranging from $54.06 to $55.00 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F5This sale price represents the weighted average sale price of the shares sold ranging from $53.27 to $54.26 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F6This sale price represents the weighted average sale price of the shares sold ranging from $54.27 to $54.40 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F7This sale price represents the weighted average sale price of the shares sold ranging from $53.07 to $54.02 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
- F8Shares held of record by the Miller Family Irrevocable Trust for which the Reporting Person's spouse serves as investment advisor.
- F9This sale price represents the weighted average sale price of the shares sold ranging from $53.64 to $54.41 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.