0000899243-19-026484.txt : 20191101
0000899243-19-026484.hdr.sgml : 20191101
20191101164654
ACCESSION NUMBER: 0000899243-19-026484
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191031
FILED AS OF DATE: 20191101
DATE AS OF CHANGE: 20191101
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SLA Chicago GP, L.L.C.
CENTRAL INDEX KEY: 0001722979
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35098
FILM NUMBER: 191187334
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
FORMER NAME:
FORMER CONFORMED NAME: SLP Chicago GP, L.L.C.
DATE OF NAME CHANGE: 20171116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SLA Chicago Holdings, L.P.
CENTRAL INDEX KEY: 0001722980
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35098
FILM NUMBER: 191187335
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
FORMER NAME:
FORMER CONFORMED NAME: SLP Chicago Holdings, L.P.
DATE OF NAME CHANGE: 20171116
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cornerstone OnDemand Inc
CENTRAL INDEX KEY: 0001401680
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1601 CLOVERFIELD BLVD
STREET 2: SUITE 620
CITY: SANTA MONICA
STATE: CA
ZIP: 90404
BUSINESS PHONE: 310-752-0200
MAIL ADDRESS:
STREET 1: 1601 CLOVERFIELD BLVD
STREET 2: SUITE 620
CITY: SANTA MONICA
STATE: CA
ZIP: 90404
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-10-31
1
0001401680
Cornerstone OnDemand Inc
CSOD
0001722980
SLA Chicago Holdings, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
1
0
0001722979
SLA Chicago GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
1
0
5.75% Convertible Senior Notes due 2021
42.00
2019-10-31
4
J
0
218242000.00
0.00
D
Common Stock
5196232
0.00
I
Held through SLA Chicago Holdings, L.P.
The aggregate amount of 5.75% Convertible Senior Notes due 2021 ("Convertible Notes") held by Silver Lake Group, L.L.C. and/or its affiliates has not changed since the date of original acquisition, and is not changing now. This Form 4 is filed by SLA Chicago Holdings, L.P. ("SLA Chicago") and its general partner, SLA Chicago GP, L.L.C ("SLA Chicago GP"), in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake Alpine Associates, L.P. ("SLA Funds"). In connection with such internal reorganization, SLA Chicago made an in-kind distribution of the Convertible Notes it directly held to a new affiliated holding vehicle, SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM Chicago and its general partner, SLA CM GP, L.L.C. and SLA CM GP, L.L.C.'s sole member, SLA Aggregator GP, L.L.C., are separately filing a Form 3 reporting SLA CM Chicago's ownership of the Convertible Notes.
The transfer referred to above in footnote (1) did not represent any change in pecuniary interest of any of the SLA Funds or their affiliates. Not included on this Form 4 is $75,758,000 principal amount of Convertible Notes acquired by SLA Chicago Co-Invest II, L.P. in the original acquisition and which SLA Chicago Co-Invest II, L.P. continues to hold.
SLA Chicago GP is the general partner of SLA Chicago. Silver Lake Alpine Associates, L.P. ("SLAA") is the sole member of SLA Chicago GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. is the managing member of SLAA GP.
The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of common stock of the Issuer ("Common Stock").
The Convertible Notes mature on July 1, 2021, subject to earlier repurchase or conversion in accordance with their terms.
5,196,232 shares of Common Stock are issuable upon conversion of the Convertible Notes previously held by SLP Chicago, at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee.
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person engaged in a transaction subject to Section 16 of the Exchange Act or was a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
/s/ Joseph Osnoss, Vice President of SLA Chicago GP, L.L.C., general partner of SLA Chicago Holdings, L.P.
2019-11-01
/s/ Joseph Osnoss, Vice President of SLA Chicago GP, L.L.C.
2019-11-01