Sec Form 4 Filing - SLAA (GP), L.L.C. @ Cornerstone OnDemand Inc - 2021-10-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SLAA (GP), L.L.C. 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2021 (Street) MENLO PARK, CA94025 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 10/15/2021 M( 1 )( 2 ) 5,496,771 A 5,496,771 I Held through SLA CM Chicago Holdings, L.P. ( 3 ) ( 5 ) Common Stock 10/15/2021 D( 1 )( 2 ) 5,496,771 D $ 57.5 ( 1 ) ( 2 ) 0 I Held through SLA CM Chicago Holdings, L.P. ( 3 ) ( 5 ) Common Stock 10/15/2021 M( 1 )( 2 ) 1,908,085 A 1,908,085 I Held through SLA Chicago Co-Invest II, L.P. ( 4 ) ( 5 ) Common Stock 10/15/2021 D( 1 )( 2 ) 1,908,085 D $ 57.5 ( 1 ) ( 2 ) 0 I Held through SLA Chicago Co-Invest II, L.P. ( 4 ) ( 5 ) Common Stock 10/15/2021 D( 1 ) 30,360 D $ 57.5 ( 1 ) 0 I See footnote ( 6 )

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 5.75% Convertible Senior Notes due 2023 ( 1 ) ( 2 ) 10/15/2021 M( 1 )( 2 ) 218,242,000 ( 7 ) ( 7 ) Common Stock 5,496,771 ( 1 ) ( 2 ) $ 0 0 I Held through SLA CM Chicago Holdings, L.P. ( 3 ) ( 5 ) 5.75% Convertible Senior Notes due 2023 ( 1 ) ( 2 ) 10/15/2021 M( 1 )( 2 ) 75,758,000 ( 7 ) ( 7 ) Common Stock 1,908,085 ( 1 ) ( 2 ) $ 0 0 I Held through SLA Chicago Co-Invest II, L.P. ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SLAA (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Silver Lake Group, 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 SL Alpine Aggregator GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLA CM GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLA CM Chicago Holdings, 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 SLA Chicago Co-Invest II, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Osnoss Joseph C/O SILVER LAKE, 55 HUDSON YARDS 550 WEST 34TH STREET, 40TH FLOOR NEW YORK, NY10001 X Signatures /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 10/19/2021 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. 10/19/2021 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. 10/19/2021 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 SL Alpine Aggregator GP, L.L.C. 10/19/2021 Signature of Reporting Person Date /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C. 10/19/2021 Signature of Reporting Person Date /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Chicago Holdings, L.P. 10/19/2021 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. 10/19/2021 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. 10/19/2021 Signature of Reporting Person Date /s/ Joseph Osnoss 10/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. ( 2 )In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest. ( 3 )These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. ( 4 )These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest. ( 5 )Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer. ( 6 )These securities were held by Mr. Osnoss for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates or certain of the funds they manage ("Silver Lake"). Mr. Osnoss served 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 are expected to be remitted to Silver Lake and/or its limited partners. Mr. Osnoss, through his role at Silver Lake, may have been deemed to have an indirect interest in the securities reported herein. ( 7 )Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

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 engaged in a transaction subject to Section 16 of the Exchange Act or 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).

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.