Statement of Changes in Beneficial Ownership (4)
August 19 2021 - 5:34PM
Edgar (US Regulatory)
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
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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
*
Miller Adam L |
2. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc
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CSOD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-Chair |
(Last)
(First)
(Middle)
C/O CORNERSTONE ONDEMAND, INC., 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/17/2021 |
(Street)
SANTA MONICA, CA 90404
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/7/2021 | | G |
V
| 175000 | D | $0.00 | 1429889 | D | |
Common Stock | 6/30/2021 | | G |
V
| 75000 | D | $0.00 | 1354889 | D | |
Common Stock | 8/12/2021 | | G(1) |
V
| 134075 | A | $0.00 | 1488964 | D | |
Common Stock | 8/17/2021 | | S(2) | | 3860 | D | $56.678 (3) | 1485104 | D | |
Common Stock | 8/18/2021 | | S(2) | | 3840 | D | $56.62 (4) | 1481264 | D | |
Common Stock | 8/12/2021 | | G(1) |
V
| 134075 | D | $0.00 | 265925 | I | See footnote (5) |
Common Stock | | | | | | | | 469046 | I | See footnote (6) |
Common Stock | | | | | | | | 300000 | I | See footnote (7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | Reflects an annuity payment from the Miller 2020 Family GRAT to the Reporting Person. |
(2) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
(3) | This sale price represents the weighted average sale price of the shares sold ranging from $56.64 to $56.715 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. |
(4) | This sale price represents the weighted average sale price of the shares sold ranging from $56.55 to $56.705 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. |
(5) | Shares held of record by the Miller 2020 Family GRAT for which the Reporting Person's spouse serves as investment advisor. |
(6) | Shares held of record by the Miller Family Irrevocable Trust for which the Reporting Person's spouse serves as investment advisor. |
(7) | Shares held of record by the MST Trust for which the Reporting Person serves as investment advisor. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Miller Adam L C/O CORNERSTONE ONDEMAND, INC. 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH SANTA MONICA, CA 90404 | X |
| Co-Chair |
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Signatures
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/s/ Adam J. Weiss, by Power of Attorney | | 8/19/2021 |
**Signature of Reporting Person | Date |
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