Edgar Filing: PHILLIPS STUART G

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bay Management Co XI LLC

2. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc [CSOD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

(Last)

(First)

(Middle)

490 S. CALIFORNIA AVENUE, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2011

(Street)

PALO ALTO, CA 94306

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Common Stock	03/22/2011		C		4,202,478	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	4,252,228	I	See footnote ⁽⁶⁾
Common Stock	03/22/2011		X		1,273,901	A	⁽⁷⁾	5,526,129	I	See footnote ⁽⁶⁾
Common Stock	03/22/2011		F		165,264	D	$ 18.5	5,360,865	I	See footnote ⁽⁶⁾
Common Stock	03/22/2011		S		696,500	D	$ 12.0718	4,664,365	I	See footnote ⁽⁶⁾
Common Stock	03/22/2011		C		21,119	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	21,369	I	See footnote ⁽⁸⁾
Common Stock	03/22/2011		X		6,402	A	⁽⁷⁾	2,771	I	See footnote ⁽⁸⁾
Common Stock	03/22/2011		F		831	D	$ 18.5	26,940	I	See footnote ⁽⁸⁾
Common Stock	03/22/2011		S		3,500	D	$ 12.0718	23,440	I	See footnote ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

03/22/2011

82,915

⁽¹⁾

Common Stock

82,915

$ 0

See footnote ⁽⁶⁾

Series B Convertible Preferred Stock

⁽²⁾

03/22/2011

19,900

⁽²⁾

Common Stock

19,900

$ 0

See footnote ⁽⁶⁾

Series C Convertible Preferred Stock

⁽³⁾

03/22/2011

217,656

⁽³⁾

Common Stock

217,656

$ 0

See footnote ⁽⁶⁾

Series D Convertible Preferred Stock

⁽⁴⁾

03/22/2011

3,731,250

⁽⁴⁾

Common Stock

3,731,250

$ 0

See footnote ⁽⁶⁾

Series E Convertible Preferred Stock

⁽⁵⁾

03/22/2011

150,757

⁽⁵⁾

Common Stock

150,757

$ 0

See footnote ⁽⁶⁾

Series D Convertible Preferred Warrant (right to buy)

$ 2.4

03/22/2011

C⁽⁸⁾

1,243,750

⁽⁴⁾

Series D Convertible Preferred Stock

1,243,750

$ 0

See footnote ⁽⁶⁾

Series E Convertible Preferred Warrant (right to buy)

$ 2.4

03/22/2011

C⁽⁹⁾

30,151

⁽⁵⁾

Series E Convertible Preferred Stock

30,151

$ 0

See footnote ⁽⁶⁾

Common Stock Warrant (right to buy)

$ 2.4

03/22/2011

C⁽⁸⁾⁽⁹⁾

1,273,901

⁽¹⁰⁾

Common Stock

1,273,901

$ 0

1,273,901

See footnote ⁽⁶⁾

Common Stock Warrant (right to buy)

$ 2.4

03/22/2011

1,273,901

⁽⁷⁾

Common Stock

1,273,901

$ 0

See footnote ⁽⁶⁾

Series A Convertible Preferred Stock

⁽¹⁾

03/22/2011

417

⁽¹⁾

Common Stock

417

$ 0

See footnote ⁽⁸⁾

Series B Convertible Preferred Stock

⁽²⁾

03/22/2011

100

⁽²⁾

Common Stock

100

$ 0

See footnote ⁽⁸⁾

Series C Convertible Preferred Stock

⁽³⁾

03/22/2011

1,094

⁽³⁾

Common Stock

1,094

$ 0

See footnote ⁽⁸⁾

Series D Convertible Preferred Stock

⁽⁴⁾

03/22/2011

18,750

⁽⁴⁾

Common Stock

18,750

$ 0

See footnote ⁽⁸⁾

Series E Convertible Preferred Stock

⁽⁵⁾

03/22/2011

758

⁽⁵⁾

Common Stock

758

$ 0

See footnote ⁽⁸⁾

Series D Convertible Preferred Warrant (right to buy)

$ 2.4

03/22/2011

C⁽⁸⁾

6,250

⁽⁴⁾

Series D Convertible Preferred Stock

6,250

$ 0

See footnote ⁽⁸⁾

Series E Convertible Preferred Warrant (right to buy)

$ 2.4

03/22/2011

C⁽⁹⁾

152

⁽⁵⁾

Series E Convertible Preferred Stock

152

$ 0

See footnote ⁽⁸⁾

Common Stock Warrant (right to buy)

$ 2.4

03/22/2011

C⁽⁸⁾⁽⁹⁾

6,402

⁽¹⁰⁾

Common Stock

6,402

$ 0

6,402

See footnote ⁽⁸⁾

Common Stock Warrant (right to buy)

$ 2.4

03/22/2011

6,402

⁽⁷⁾

Common Stock

6,402

$ 0

See footnote ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bay Management Co XI LLC 490 S. CALIFORNIA AVENUE, SUITE 200 PALO ALTO, CA 94306		X
Bay Partners XI L P 490 S. CALIFORNIA AVENUE, SUITE 200 PALO ALTO, CA 94306		X
BAY PARTNERS XI PARALLEL FUND L P 490 S. CALIFORNIA AVENUE, SUITE 200 PALO ALTO, CA 94306		X
PHILLIPS STUART G 490 S. CALIFORNIA AVENUE, SUITE 200 PALO ALTO, CA 94306		X

Signatures

/s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC		03/22/2011
^**Signature of Reporting Person		Date
/s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC, the General Partner of Bay Partners XI, L.P.		03/22/2011
^**Signature of Reporting Person		Date
/s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC, the General Partner of Bay Partners XI Parallel Fund, L.P.		03/22/2011
^**Signature of Reporting Person		Date
/s/ Stuart G. Phillips		03/22/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
(2)	The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
(3)	The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
(4)	The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
(5)	The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
(6)	The reported securities are held of record by Bay Partners XI, L.P. ("Bay Partners"). Stuart G. Phillips, the Manager of Bay Management Company XI, LLC ("Bay Mgmt"), the General Partner of Bay Partners, has sole voting and dispositive power with respect to the shares held of record by Bay Partners. Mr. Phillips disclaims beneficial ownership of these securities except to the extent of his individual respective pecuniary interest therein.
(7)	The Common Stock Warrants were net exercised immediately prior to the closing of Issuer's initial public offering.
(8)	The Series D Convertible Preferred Stock Warrants to purchase shares of Series D Convertible Preferred Stock automatically converted into warrants to purchase an equivalent number of shares of Common Stock, at the same exercise price, immediately prior to the closing of the Issuer's initial public offering.
(9)	The Series E Convertible Preferred Stock Warrants to purchase shares of Series E Convertible Preferred Stock automatically converted into warrants to purchase an equivalent number of shares of Common Stock, at the same exercise price, immediately prior to the closing of the Issuer's initial public offering.
(10)	The Common Stock Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock.

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