SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. __ )*
Cornerstone OnDemand, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
21925Y103
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 10 Pages
Exhibit Index Contained on Page 9
| CUSIP NO. 21925Y103 | 13 G | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSON Bay Partners XI, L.P. (“BP XI”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,873,363 shares, except that Bay Management Company XI, LLC (“BMC XI”), the general partner of BP XI, may be deemed to have sole power to vote these shares, and Stuart G. Phillips (“Phillips”), the manager of BMC XI, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 2,873,363 shares, except that BMC XI, the general partner of BP XI, may be deemed to have sole power to dispose these shares, and Phillips, the manager of BMC XI, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,873,363 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
5.9% | ||
| 12 | TYPE OF REPORTING PERSON |
PN | ||
| CUSIP NO. 21925Y103 | 13 G | Page 3 of 10 |
| 1 | NAME OF REPORTING PERSON Bay Partners XI Parallel Fund, L.P. (“BPP XI”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 14,402 shares, except that BMC XI, the general partner of BPP XI, may be deemed to have sole power to vote these shares, and Phillips, the manager of BMC XI, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 14,402 shares, except that BMC XI, the general partner of BPP XI, may be deemed to have sole power to dispose these shares, and Phillips, the manager of BMC XI, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
14,402 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.0% | ||
| 12 | TYPE OF REPORTING PERSON |
PN | ||
| CUSIP NO. 21925Y103 | 13 G | Page 4 of 10 |
| 1 | NAME OF REPORTING PERSON Bay Management Company XI, LLC (“BMC XI”) | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,887,765 shares, of which 2,873,363 are directly owned by BP XI and 14,402 shares are directly owned by BPP XI. BMC XI, the general partner of BP XI and BPP XI, may be deemed to have sole power to vote these shares, and Phillips, the manager of BMC XI, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 2,887,765 shares, of which 2,873,363 are directly owned by BP XI and 14,402 shares are directly owned by BPP XI. BMC XI, the general partner of BP XI and BPP XI, may be deemed to have sole power to dispose of these shares, and Phillips, the manager of BMC XI, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,887,765 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
5.9% | ||
| 12 | TYPE OF REPORTING PERSON |
OO | ||
| CUSIP NO. 21925Y103 | 13 G | Page 5 of 10 |
| 1 | NAME OF REPORTING PERSON Stuart G. Phillips | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,887,765 shares, of which 2,873,363 are directly owned by BP XI and 14,402 shares are directly owned by BPP XI. BMC XI, the general partner of BP XI and BPP XI, may be deemed to have sole power to vote these shares, and Phillips, the manager of BMC XI, may be deemed to have sole power to vote these shares. | ||
| 6 | SHARED VOTING POWER See response to row 5. | |||
| 7 | SOLE DISPOSITIVE POWER 2,887,765 shares, of which 2,873,363 are directly owned by BP XI and 14,402 shares are directly owned by BPP XI. BMC XI, the general partner of BP XI and BPP XI, may be deemed to have sole power to dispose of these shares, and Phillips, the manager of BMC XI, may be deemed to have sole power to dispose of these shares. | |||
| 8 | SHARED DISPOSITIVE POWER See response to row 7. | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,887,765 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
5.9% | ||
| 12 | TYPE OF REPORTING PERSON | IN | ||
| CUSIP NO. 21925Y103 | 13 G | Page 6 of 10 |
| ITEM 1(A). | NAME OF ISSUER |
| Cornerstone OnDemand, Inc. |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1601 Cloverfield Boulevard
| Suite 620 |
| Santa Monica, CA 90404 |
| ITEM 2(A). | NAME OF PERSONS FILING This Statement is filed by Bay Partners XI, L.P. a Delaware limited partnership (“BP XI”), Bay Partners XI Parallel Fund L.P., a Delaware limited partnership (“BPP XI”), Bay Management Company XI, LLC, a Delaware limited liability company (“BMC XI”), and Stuart G. Phillips (“Phillips”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
| BMC XI, the general partner of BP XI and BPP XI, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BP XI and BPP XI. Phillips is the manager of BMC XI and may be deemed to have the sole power to vote and sole power to dispose of shares of the issuer directly owned by BP XI and BPP XI. |
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each reporting person is:
Bay Partners
490 S. California Avenue
Suite 200
Palo Alto, CA 94306
| ITEM 2(C). | CITIZENSHIP |
| BP XI and BPP XI are Delaware limited partnerships. BMC XI is a Delaware limited liability company. Phillips is a United States Citizen. |
ITEM 2(D) and (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
| Common Stock |
| CUSIP # 21925Y103 |
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| CUSIP NO. 21925Y103 | 13 G | Page 7 of 10 |
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Under certain circumstances set forth in the limited partnership agreements of BP XI and BPP XI, and the limited liability company agreement of BMC XI, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| Not applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| ITEM 10. | CERTIFICATION |
| Not applicable. |
| CUSIP NO. 21925Y103 | 13 G | Page 8 of 10 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 2, 2012
BAY PARTNERS XI, L.P., a Delaware Limited Partnership
By: Bay Management Company XI, LLC
Its General Partner
By: /s/ Stuart G. Phillips
Stuart G. Phillips
Manager
BAY PARTNERS XI PARALLEL FUND, L.P., a Delaware
Limited
Partnership
By: Bay Management Company XI, LLC,
Its General Partner
By: /s/ Stuart G. Phillips
Stuart G. Phillips
Manager
BAY MANAGEMENT COMPANY XI, LLC, a Delaware
Limited Liability
Company
By: /s/ Stuart G. Phillips
Stuart G. Phillips
Manager
STUART G. PHILLIPS
By: /s/ Stuart G. Phillips
Stuart G. Phillips
| CUSIP NO. 21925Y103 | 13 G | Page 9 of 10 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 10 |
| CUSIP NO. 21925Y103 | 13 G | Page 10 of 10 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Cornerstone OnDemand, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: March 2, 2012
| Bay Partners XI, L.P. | /s/ Stuart G. Phillips |
| By: Bay Management Company XI, LLC | Stuart G. Phillips |
| Its General Partner | Manager |
| Bay Partners XI Parallel Fund, L.P. | /s/ Stuart G. Phillips |
| By: Bay Management Company XI, LLC | Stuart G. Phillips |
| Its General Partner | Manager |
| Bay Management Company XI, LLC | /s/ Stuart G. Phillips |
| Stuart G. Phillips | |
| Manager | |
| Stuart G. Phillips | /s/ Stuart G. Phillips |
| Stuart G. Phillips |