SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Weiss Adam J.

(Last) (First) (Middle)
C/O CORNERSTONE ONDEMAND, INC.
1601 CLOVERFIELD BLVD., SUITE 620 SOUTH

(Street)
SANTA MONICA CA 90404

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2013
3. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc [ CSOD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Bus. Aff. & General Counsel
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Common Stock 11,960(1)(2) D
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (3) 12/31/2018 Common Stock 4,767 $0.53 D
Stock Option (right to buy) (3) 12/30/2019 Common Stock 3,333 $1.26 D
Stock Option (right to buy) (3) 12/30/2019 Common Stock 18,750 $1.26 D
Stock Option (right to buy) 09/20/2011(4) 09/20/2020 Common Stock 15,000 $5.93 D
Stock Option (right to buy) 09/20/2011(4) 01/14/2021 Common Stock 3,750 $8.88 D
Stock Option (right to buy) 01/01/2012(4) 01/14/2021 Common Stock 30,000 $8.88 D
Stock Option (right to buy) 07/01/2013(4) 07/01/2022 Common Stock 20,000 $23.81 D
Stock Option (right to buy) 07/01/2014(4) 07/01/2023 Common Stock 31,670 $44.01 D
Explanation of Responses:
1. Includes 4,050 shares represented by restricted stock units that vest in four equal annual installments beginning on July 1, 2013, subject to the Reporting Person continuing to be a Service Provider through each such vesting date.
2. Includes 7,910 shares represented by restricted stock units that vest in four equal annual installments beginning on July 1, 2014, subject to the Reporting Person continuing to be a Service Provider through each such vesting date.
3. The shares subject to the option are fully vested and exercisable.
4. One-fourth (1/4) of the shares subject to the option will vest on the first anniversary of the Vesting Commencement Date, and the remaining shares will vest in equal monthly installments over the following 36 months, subject to the Reporting Person continuing to be a Service Provider through each such vesting date.
/s/ Adam J. Weiss 11/22/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.