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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1. Name and Address of Reporting Person * Meritech Management Associates III L.L.C.   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) C/O MERITECH CAPITAL PARTNERS, 245 LYTTON AVENUE, SUITE 350 3. Date of Earliest Transaction (Month/Day/Year) 03/22/2011 (Street) PALO ALTO, CA 94301 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) Code V Amount (A) or (D) Price Common Stock 03/22/2011   C   5,714,036 A (1) 5,714,036 I See footnote (2) Common Stock 03/22/2011   S   617,748 D $ 12.0718 5,096,288 I See footnote (2) Common Stock 03/22/2011   C   104,145 A (1) 104,145 I See footnote (3) Common Stock 03/22/2011   S   11,259 D $ 12.0718 92,886 I See footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series E Convertible Preferred Stock

(1)

03/22/2011

C

5,714,036

(1)

(1)

Common Stock

5,714,036

$ 0

0

I

See footnote (2)

Series E Convertible Preferred Stock

(1)

03/22/2011

C

104,145

(1)

(1)

Common Stock

104,145

$ 0

0

I

See footnote (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Meritech Management Associates III L.L.C. C/O MERITECH CAPITAL PARTNERS 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
Meritech Capital Associates III L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X
Meritech Capital Partners III LP 285 HAMILTON AVE STE 200 PALO ALTO, CA 94301		X
MERITECH CAPITAL AFFILIATES III L P 285 HAMILTON AVE SUITE 200 PALO ALTO, CA 94301		X
MADERA PAUL S 245 LYTTON AVENUE SUITE 350 PALO ALTO, CA 94301		X
GORDON MICHAEL B 245 LYTTON AVENUE SUITE 350 PALO ALTO, CA 94301		X
Bischof George 245 LYTTON AVENUE, SUITE 350 PALO ALTO, CA 94301		X

Signatures

/s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C.		03/23/2011
**Signature of Reporting Person		Date
/s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C.		03/23/2011
**Signature of Reporting Person		Date
/s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Partners III L.P.		03/23/2011
**Signature of Reporting Person		Date
/s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Affiliates III L.P.		03/23/2011
**Signature of Reporting Person		Date
/s/ Paul S. Madera		03/23/2011
**Signature of Reporting Person		Date
/s/ Michael B. Gordon		03/23/2011
**Signature of Reporting Person		Date
/s/ George H. Bischof		03/23/2011
**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 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.
(2)	The reported securities are held of record by Meritech Capital Partners III L.P. ("MCP III"). Meritech Capital Associates III L.L.C. ("MCA III"), the general partner of MCP III, has sole voting and dispositive power with respect to the securities held by MCP III. The managing member of MCA III is Meritech Management Associates III L.L.C. ("MMA III"). Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of MMA III, share voting and dispositive power with respect to the shares held by MCP III. Such persons and entities disclaim beneficial ownership of the securities held by MCP III except to the extent of any pecuniary interest therein.
(3)	The reported securities are held of record by Meritech Capital Affiliates III L.P ("MC Aff III"). MCA III, the general partner of MC Aff III, has sole voting and dispositive power with respect to the securities held by MC Aff III. The managing member of MCA III is MMA III. Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of MMA III, share voting and dispositive power with respect to the shares held by MC Aff III. Such persons and entities disclaim beneficial ownership of the securities held by MC Aff III except to the extent of any pecuniary interest therein.

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