Sec Form 4 Filing - Osnoss Joseph @ Cornerstone OnDemand Inc - 2019-06-11

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 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 Osnoss Joseph 2. Issuer Name and Ticker or Trading Symbol Cornerstone OnDemand Inc [ CSOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SILVER LAKE, 55 HUDSON, YARDS, 550 WEST 34TH STREET, 40TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2019 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 06/11/2019 A 4,086 ( 2 ) A $ 0 19,470 I See footnote ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Osnoss Joseph C/O SILVER LAKE, 55 HUDSON YARDS, 550 WEST 34TH STREET, 40TH FLOOR NEW YORK, NY10001 X Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLAA (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Silver Lake Alpine Associates, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLA Chicago GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLA Chicago Holdings, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLA Chicago Co-Invest II, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLA Co-Invest, GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Signatures /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 06/13/2019 Signature of Reporting Person Date /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. 06/13/2019 Signature of Reporting Person Date /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. 06/13/2019 Signature of Reporting Person Date /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLA Co-Invest, GP, L.L.C. 06/13/2019 Signature of Reporting Person Date /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SLA Chicago GP, L.L.C. 06/13/2019 Signature of Reporting Person Date /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLA Co-Invest, GP, L.L.C., general partner of SLA Chicago Co-Invest II, L.P. 06/13/2019 Signature of Reporting Person Date /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., GP of Silver Lake Alpine Associates, L.P., managing member of SLA Chicago GP, L.L.C., general partner of SLA Chicago Holdings, L.P. 06/13/2019 Signature of Reporting Person Date /s/ Joseph Osnoss 06/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed by SLA Chicago Holdings, L.P. ("SLA Chicago"), SLA Chicago Co-Invest II, L.P. ("Co-Invest"), SLA Chicago GP, L.L.C. ("SLA Chicago GP"), SLA Co-Invest, GP, L.L.C., ("Co-Invest GP"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP"), Silver Lake Group, L.L.C. ("SLG") and Mr. Joseph Osnoss. SLA Chicago GP is the general partner of SLA Chicago. Co-Invest GP is the general partner of Co-Invest. SLAA is the managing member of SLA Chicago GP. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP and Co-Invest GP. Mr. Osnoss serves as a member of the board of directors of Cornerstone OnDemand, Inc. (the "Issuer") and is a Managing Director of SLG. Each of SLA Chicago, Co-Invest, SLA Chicago GP, Co-Invest GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. ( 2 )Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest on the earlier of (i) the first anniversary of the grant date, or (ii) the date of the next annual meeting of shareholders, in each case subject to Mr. Osnoss's continued service as of such date. ( 3 )These securities may be held by Mr. Osnoss for the benefit of one or more Reporting Persons and/or certain of their affiliates or certain of the funds they manage ("Silver Lake"). Mr. Osnoss serves as a director of the Issuer. Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from such sale may be expected to be remitted to Silver Lake and/or its limited partners. Mr. Osnoss, through his role at Silver Lake, may be deemed to have an indirect interest in the securities reported herein.

Remarks: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person is 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.

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 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).

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