Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] 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

1. Name and Address of Reporting Person ^* Goldin Mark	2. Issuer Name and Ticker or Trading Symbol Cornerstone OnDemand Inc [ CSOD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Technology Officer
(Last) (First) (Middle) C/O CORNERSTONE ONDEMAND, INC., 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH	3. Date of Earliest Transaction (MM/DD/YYYY) 10/15/2021
(Street) SANTA MONICA, CA 90404 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/15/2021		D		104803 ⁽¹⁾	D	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$44.01	10/15/2021		D			46670	⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾	7/1/2023	Common Stock	46670	$0.00	0	D
Stock Option (right to buy)	$46.20	10/15/2021		D			50000	⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾	7/1/2024	Common Stock	50000	$0.00	0	D
Stock Option (right to buy)	$35.36	10/15/2021		D			26620	⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾	7/9/2025	Common Stock	26620	$0.00	0	D

Explanation of Responses:
(1)	Includes shares acquired by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan.
(2)	Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 5, 2021 (the "Merger Agreement"), by and among the Issuer, Sunshine Software Holdings, Inc., a Delaware corporation ("Parent"), and Sunshine Software Merger Sub, Inc., a Delaware corporation ("Merger Sub"), including the consummation of the merger (the "Merger") between the Issuer and Merger Sub on October 15, 2021. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock, $0.0001 par value per share ("Issuer Common Stock"), was cancelled and converted into the right to receive an amount equal to $57.50 in cash, without interest (the "Per Share Merger Consideration"), subject to any required withholding of taxes.
(3)	Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award (each, an "Issuer RSU") that was unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested solely as a result of the consummation of the Merger (each, a "Vested Issuer RSU"), and each option to purchase Issuer Common Stock (each, an "Issuer Option") that was unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested solely as a result of the consummation of the Merger (each, a "Vested Issuer Option") was cancelled and converted into the right to receive cash in an amount equal to the product of (A) the aggregate number of shares of Issuer Common Stock subject to, or issuable in settlement of, such award immediately prior to the Effective Time, multiplied by (B) the Per Share Merger Consideration (continued on next footnote)
(4)	(continued from previous footnote) (or, for each Issuer Option, the excess, if any, of the Per Share Merger Consideration over such Vested Issuer Option's per share exercise price), subject to any required withholding of taxes.
(5)	Pursuant to the Merger Agreement, at the Effective Time, each Issuer RSU that is not a Director RSU or Vested Issuer RSU (each, an "Unvested Issuer RSU") was cancelled and converted into the right to receive cash in an amount equal to the product of (A) the aggregate number of shares of Issuer Common Stock subject to such Unvested Issuer RSU immediately prior to the Effective Time, multiplied by (B) the Per Share Merger Consideration, subject to any required withholding of taxes (the "Unvested RSU Consideration Amount"), which Unvested RSU Consideration Amount will be paid at the same time(s) that the Unvested Issuer RSU would have vested in accordance with their terms and will remain subject to the holder of the Unvested Issuer RSU remaining in continuous service with Parent, the Surviving Corporation or any of its Subsidiaries (as defined in the Merger Agreement) through each such vesting date (continued on next footnote)
(6)	(continued from previous footnote) (except, that any terms and conditions relating to accelerated vesting upon a termination of the holder's employment in connection with or following the Merger will continue to apply to the Unvested RSU Consideration Amount).
(7)	Pursuant to the Merger Agreement, at the Effective Time, each portion of an Issuer Option that is not a Vested Issuer Option (each, an "Unvested Issuer Option") was cancelled and converted into the right to receive cash in an amount equal to the product of (A) the aggregate number of shares of Issuer Common Stock subject to such Unvested Issuer Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over such Unvested Issuer Option's per share exercise price, subject to any required withholding of taxes (the "Unvested Option Consideration Amount"), which Unvested Option Consideration Amount will be paid at the same time(s) that the Unvested Issuer Option would have vested in accordance with their terms and will remain subject to the holder of the Unvested Issuer Option remaining in continuous service with Parent, the Surviving Corporation or any of its Subsidiaries (continued on next footnote)
(8)	(continued from previous footnote) (as defined in the Merger Agreement) through each such vesting date (except, that any terms and conditions relating to accelerated vesting upon a termination of the holder's employment in connection with or following the Merger will continue to apply to the Unvested Option Consideration Amount).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Goldin Mark C/O CORNERSTONE ONDEMAND, INC. 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH SANTA MONICA, CA 90404			Chief Technology Officer