Edgar Filing: Cornerstone OnDemand Inc

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Deer VI & Co. LLC

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2011

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

(Last)

(First)

(Middle)

C/O BESSEMER VENTURE PARTNERS,Â 1865 PALMER AVENUE, SUITE 104

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LARCHMONT,Â NYÂ 10538

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	4,617,188	$ ⁽¹⁾	I	See footnotes ⁽²⁾ ⁽⁵⁾
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,554,687	$ ⁽¹⁾	I	See footnotes ⁽³⁾ ⁽⁵⁾
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	78,125	$ ⁽¹⁾	I	See footnotes ⁽⁴⁾ ⁽⁵⁾
Series E Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	68,182	$ ⁽⁶⁾	I	See footnotes ⁽²⁾ ⁽⁵⁾
Series E Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	22,727	$ ⁽⁶⁾	I	See footnotes ⁽³⁾ ⁽⁵⁾
Series D Convertible Preferred Warrants (right to buy)	Â ⁽⁷⁾	Â ⁽⁷⁾	Series D Convertible Preferred Stock ⁽¹⁾	1,539,062	$ 2.4	I	See footnotes ⁽²⁾ ⁽⁵⁾
Series D Convertible Preferred Warrants (right to buy)	Â ⁽⁷⁾	Â ⁽⁷⁾	Series D Convertible Preferred Stock ⁽¹⁾	518,229	$ 2.4	I	See footnotes ⁽³⁾ ⁽⁵⁾
Series D Convertible Preferred Warrants (right to buy)	Â ⁽⁷⁾	Â ⁽⁷⁾	Series D Convertible Preferred Stock ⁽¹⁾	26,042	$ 2.4	I	See footnotes ⁽⁴⁾ ⁽⁵⁾
Series E Convertible Preferred Warrants (right to buy)	Â ⁽⁸⁾	Â ⁽⁸⁾	Series E Convertible Preferred Stock ⁽⁶⁾	13,637	$ 2.4	I	See footnotes ⁽²⁾ ⁽⁵⁾
Series E Convertible Preferred Warrants (right to buy)	Â ⁽⁸⁾	Â ⁽⁸⁾	Series E Convertible Preferred Stock ⁽⁶⁾	4,545	$ 2.4	I	See footnotes ⁽³⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Deer VI & Co. LLC C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT,Â NYÂ 10538	Â	Â X	Â	Â
Bessemer Venture Partners VI L.P. 1865 PALMER AVENUE, SUITE 104 LARCHMONT,Â NYÂ 10538	Â	Â X	Â	Â
Bessemer Venture Partners Co-Investment L.P. 1865 PALMER AVENUE, SUITE 104 LARCHMONT,Â NYÂ 10538	Â	Â X	Â	Â
Bessemer Venture Partners VI Institutional L.P. 1865 PALMER AVENUE, SUITE 104 LARCHMONT,Â NYÂ 10538	Â	Â X	Â	Â

Signatures

/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC		03/16/2011
^**Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC, general partner of Bessemer Venture Partners VI L.P.		03/16/2011
^**Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC, general partner of Bessemer Venture Partners Co-Investment L.P.		03/16/2011
^**Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Executive Manager for Deer VI & Co. LLC, general partner of Bessemer Venture Partners VI Institutional L.P.		03/16/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.
(2)	The reported securities are held of record by Bessemer Venture Partners VI L.P. ("BVP VI").
(3)	The reported securities are held of record by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment").
(4)	The reported securities are held of record by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional" and collectively with BVP VI and BVP Co-Investment, the "Bessemer Venture Partners Entities").
(5)	Deer VI & Co. LLC (the "General Partner") is the general partner of the Bessemer Venture Partners Entities and exercises voting and investment power with respect to securities owned directly by the Bessemer Venture Partners Entities. David J. Cowan, J. Edmund Colloton, Robert M. Stavis, Robin S. Chandra and Robert P. Goodman are the executive managers of the General Partner and share voting and dispositive power with respect to the securities held by the Bessemer Venture Partners Entities. The General Partner disclaims beneficial ownership of the securities owned directly by the Bessemer Venture Partners Entities and this report shall not be deemed an admission that the General Partner is the beneficial owner of such securities, except to the extent of its pecuniary interest therein.
(6)	The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.
(7)	The Series D Convertible Preferred Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock.
(8)	The Series E Convertible Preferred Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock.

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