organization · Reporting owner
SLA Co-Invest, GP, L.L.C.
Disclosed activity across 1 company
Sign in to followReported relationships
Latest disclosed role at each company.
No relationships currently tracked through insider filings.
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
No balances currently tracked through insider filings.
Past disclosures · reporting ended (1)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Cornerstone OnDemand Inc
Report date October 15, 2021 · Filed October 19, 2021
Jointly reported with SLAA (GP), L.L.C., Silver Lake Group, L.L.C., Silver Lake Alpine Associates, L.P., SL Alpine Aggregator GP, L.L.C., SLA CM GP, L.L.C., SLA CM Chicago Holdings, L.P., SLA Chicago Co-Invest II, L.P., Osnoss Joseph
Section 16 reporting ended · disclosed 2021-10-19. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectHeld through SLA CM Chicago Holdings, L.P. | 0 |
Last balance in matching sequence
After 2021-10-15 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2021-10-15 · Exercise / conversion · Acquired 5,496,771 · Balance 5,496,771 F1: 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. F2: 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. F3: 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. F5: 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. Row 2 · 2021-10-15 · Disposition to issuer · Disposed 5,496,771 · Balance 0 F1: 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. F2: 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. F3: 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. F5: 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. |
| Common StockSEC Table I · non-derivative | IndirectHeld through SLA Chicago Co-Invest II, L.P. | 0 |
Last balance in matching sequence
After 2021-10-15 transaction · row 4
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 3 · 2021-10-15 · Exercise / conversion · Acquired 1,908,085 · Balance 1,908,085 F1: 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. F2: 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. F4: 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. F5: 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. Row 4 · 2021-10-15 · Disposition to issuer · Disposed 1,908,085 · Balance 0 F1: 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. F2: 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. F4: 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. F5: 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. |
| Common StockSEC Table I · non-derivative | IndirectSee footnote | 0 |
Reported balance
After 2021-10-15 transaction · row 5
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 5 · 2021-10-15 · Disposition to issuer · Disposed 30,360 · Balance 0 F1: 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. F6: 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. |
| 5.75% Convertible Senior Notes due 2023SEC Table II · derivative / convertible security | IndirectHeld through SLA CM Chicago Holdings, L.P. | 0 |
Reported balance
After 2021-10-15 transaction · row 6
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 6 · 2021-10-15 · Exercise / conversion · Disposed 218,242,000 · Balance 0 F1: 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. F2: 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. F7: 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. F3: 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. F5: 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. |
| 5.75% Convertible Senior Notes due 2023SEC Table II · derivative / convertible security | IndirectHeld through SLA Chicago Co-Invest II, L.P. | 0 |
Reported balance
After 2021-10-15 transaction · row 7
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 7 · 2021-10-15 · Exercise / conversion · Disposed 75,758,000 · Balance 0 F1: 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. F2: 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. F7: 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. F4: 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. F5: 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. |
Filing footnotes · ownership attribution and instrument terms
F1: 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.
F2: 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.
F3: 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.
F4: 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.
F5: 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.
F6: 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.
F7: 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.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| October 15, 2021 Filed Oct 19, 2021 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Exercise / conversion5.75% Convertible Senior Notes due 2023 · Derivative | 75,758,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-21-040626 · doc4.xml · derivative · entry 7 SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLA Chicago Co-Invest II, L.P. Disclosed balance after: 0 Underlying: Common Stock · 1,908,085 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: 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. F2 · derivative.exercise_price: 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. F1 · kind: 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. F2 · kind: 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. F7 · derivative.exercise_date: 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. F7 · derivative.expiration_date: 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. F1 · derivative.underlying_shares: 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. F2 · derivative.underlying_shares: 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. F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| October 15, 2021 Filed Oct 19, 2021 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Exercise / conversion5.75% Convertible Senior Notes due 2023 · Derivative | 218,242,000 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-21-040626 · doc4.xml · derivative · entry 6 SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLA CM Chicago Holdings, L.P. Disclosed balance after: 0 Underlying: Common Stock · 5,496,771 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: 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. F2 · derivative.exercise_price: 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. F1 · kind: 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. F2 · kind: 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. F7 · derivative.exercise_date: 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. F7 · derivative.expiration_date: 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. F1 · derivative.underlying_shares: 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. F2 · derivative.underlying_shares: 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. F3 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| October 15, 2021 Filed Oct 19, 2021 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Disposition to issuerCommon Stock | 30,360 | $57.50 | $1,745,700.00 |
DisclosureSEC source: 0000899243-21-040626 · doc4.xml · nonDerivative · entry 5 SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 0 F1 · kind: 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. F1 · price: 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. F6 · ownership.nature: 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. Read SEC document |
| October 15, 2021 Filed Oct 19, 2021 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Disposition to issuerCommon Stock | 1,908,085 | $57.50 | $109,714,887.50 |
DisclosureSEC source: 0000899243-21-040626 · doc4.xml · nonDerivative · entry 4 SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLA Chicago Co-Invest II, L.P. Disclosed balance after: 0 F1 · kind: 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. F2 · kind: 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. F1 · price: 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. F2 · price: 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. F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| October 15, 2021 Filed Oct 19, 2021 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Exercise / conversionCommon Stock | 1,908,085 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-21-040626 · doc4.xml · nonDerivative · entry 3 SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLA Chicago Co-Invest II, L.P. Disclosed balance after: 1,908,085 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: 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. F2 · kind: 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. F1 · price: 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. F2 · price: 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. F4 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| October 15, 2021 Filed Oct 19, 2021 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Disposition to issuerCommon Stock | 5,496,771 | $57.50 | $316,064,332.50 |
DisclosureSEC source: 0000899243-21-040626 · doc4.xml · nonDerivative · entry 2 SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLA CM Chicago Holdings, L.P. Disclosed balance after: 0 F1 · kind: 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. F2 · kind: 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. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| October 15, 2021 Filed Oct 19, 2021 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Exercise / conversionCommon Stock | 5,496,771 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-21-040626 · doc4.xml · nonDerivative · entry 1 SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLA CM Chicago Holdings, L.P. Disclosed balance after: 5,496,771 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: 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. F2 · kind: 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. F1 · price: 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. F2 · price: 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. F3 · ownership.nature: 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. F5 · ownership.nature: 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. Read SEC document |
| April 22, 2020 Filed Apr 24, 2020 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Grant5.75% Convertible Senior Notes due 2023 · Derivative | Not disclosed | Not disclosed Strike: $42.00 | $75,758,000.00 |
DisclosureSEC source: 0000899243-20-011299 · doc4.xml · derivative · entry 4 Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLA Chicago Co-Invest II, L.P. Disclosed balance after: Not disclosed Underlying: Common Stock · 1,803,760 shares Expires not disclosed F1 · security: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · security: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F6 · derivative.exercise_price: The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of Common Stock. F1 · kind: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · kind: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F1 · price: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · price: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F7 · derivative.exercise_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms. F7 · derivative.expiration_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms. F8 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the $218,242,000 principal amount of Convertible Notes held by SLA CM Chicago or the $75,758,000 principal amount of Convertible Notes held by Co-Invest, respectively, in each case, at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee. F1 · valueOwnedAfter: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · valueOwnedAfter: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F4 · ownership.nature: These securities are 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. F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss serves 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 be deemed to be a director by deputization of the Issuer. Read SEC document |
| April 22, 2020 Filed Apr 24, 2020 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Disposition to issuer5.75% Convertible Senior Notes due 2021 · Derivative | Not disclosed | Not disclosed Strike: $42.00 | $75,758,000.00 |
DisclosureSEC source: 0000899243-20-011299 · doc4.xml · derivative · entry 3 Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLA Chicago Co-Invest II, L.P. Disclosed balance after: Not disclosed Underlying: Common Stock · 1,803,760 shares Expires not disclosed F1 · security: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · security: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F6 · derivative.exercise_price: The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of Common Stock. F1 · kind: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · kind: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F1 · price: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · price: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F7 · derivative.exercise_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms. F7 · derivative.expiration_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms. F8 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the $218,242,000 principal amount of Convertible Notes held by SLA CM Chicago or the $75,758,000 principal amount of Convertible Notes held by Co-Invest, respectively, in each case, at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee. F1 · valueOwnedAfter: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · valueOwnedAfter: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F4 · ownership.nature: These securities are 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. F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss serves 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 be deemed to be a director by deputization of the Issuer. Read SEC document |
| April 22, 2020 Filed Apr 24, 2020 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Grant5.75% Convertible Senior Notes due 2023 · Derivative | Not disclosed | Not disclosed Strike: $42.00 | $218,242,000.00 |
DisclosureSEC source: 0000899243-20-011299 · doc4.xml · derivative · entry 2 Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLA CM Chicago Holdings, L.P. Disclosed balance after: Not disclosed Underlying: Common Stock · 5,196,232 shares Expires not disclosed F1 · security: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · security: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F6 · derivative.exercise_price: The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of Common Stock. F1 · kind: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · kind: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F1 · price: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · price: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F7 · derivative.exercise_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms. F7 · derivative.expiration_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms. F8 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the $218,242,000 principal amount of Convertible Notes held by SLA CM Chicago or the $75,758,000 principal amount of Convertible Notes held by Co-Invest, respectively, in each case, at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee. F1 · valueOwnedAfter: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · valueOwnedAfter: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F3 · ownership.nature: These securities are 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. F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss serves 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 be deemed to be a director by deputization of the Issuer. Read SEC document |
| April 22, 2020 Filed Apr 24, 2020 21:00 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | Disposition to issuer5.75% Convertible Senior Notes due 2021 · Derivative | Not disclosed | Not disclosed Strike: $42.00 | $218,242,000.00 |
DisclosureSEC source: 0000899243-20-011299 · doc4.xml · derivative · entry 1 Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner Osnoss Joseph · CIK 0001603955 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held through SLA CM Chicago Holdings, L.P. Disclosed balance after: Not disclosed Underlying: Common Stock · 5,196,232 shares Expires not disclosed F1 · security: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · security: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F6 · derivative.exercise_price: The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of Common Stock. F1 · kind: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · kind: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F1 · price: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · price: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F7 · derivative.exercise_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms. F7 · derivative.expiration_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms. F8 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the $218,242,000 principal amount of Convertible Notes held by SLA CM Chicago or the $75,758,000 principal amount of Convertible Notes held by Co-Invest, respectively, in each case, at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee. F1 · valueOwnedAfter: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended. F2 · valueOwnedAfter: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. F3 · ownership.nature: These securities are 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. F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss serves 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 be deemed to be a director by deputization of the Issuer. Read SEC document |
| June 11, 2019 Filed Jun 13, 2019 22:05 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | GrantCommon Stock | 4,086 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-19-016874 · doc4.xml · nonDerivative · entry 1 Osnoss Joseph · CIK 0001603955 · Director Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SLA Chicago GP, L.L.C. · CIK 0001722979 · Director · 10% owner SLA Chicago Holdings, L.P. · CIK 0001722980 · Director · 10% owner SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 19,470 F1 · security: 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. F2 · shares: 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. F3 · ownership.nature: 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. Read SEC document |
| June 14, 2018 Filed Jun 18, 2018 20:35 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | GrantCommon Stock | 4,624 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-18-017005 · doc4.xml · nonDerivative · entry 1 Osnoss Joseph · CIK 0001603955 · Director Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner SLP Chicago GP, L.L.C. · CIK 0001722979 · Director · 10% owner SLP Chicago Holdings, L.P. · CIK 0001722980 · Director · 10% owner SLC Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner SLC Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 15,384 F1 · security: This Form 4 is filed by SLP Chicago Holdings, L.P. ("SLP Chicago"), SLC Chicago Co-Invest II, L.P. ("Co-Invest"), SLP Chicago GP, L.L.C. ("SLP Chicago GP"), SLC 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. SLP Chicago GP is the general partner of SLP Chicago. Co-Invest GP is the general partner of Co-Invest. SLAA is the managing member of SLP 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 SLP Chicago, Co-Invest, SLP Chicago GP, Co-Invest GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. F2 · shares: 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. F3 · ownership.nature: 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. Read SEC document |
| December 08, 2017 Filed Dec 12, 2017 21:57 UTC | Cornerstone OnDemand Inc CSOD · Entity 134445 | GrantCommon Stock | 10,760 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-17-028548 · doc4.xml · nonDerivative · entry 1 Osnoss Joseph · CIK 0001603955 · Director Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner SLCA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner Silver Lake Credit Associates, L.P. · CIK 0001722976 · Director · 10% owner SLP Chicago GP, L.L.C. · CIK 0001722979 · Director · 10% owner SLP Chicago Holdings, L.P. · CIK 0001722980 · Director · 10% owner SLC Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner SLC Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 10,760 F1 · security: This Form 4 is filed by SLP Chicago Holdings, L.P. ("SLP Chicago"), SLC Chicago Co-Invest II, L.P. ("Co-Invest"), SLP Chicago GP, L.L.C. ("SLP Chicago GP"), SLC Co-Invest, GP, L.L.C., ("Co-Invest GP"), Silver Lake Credit Associates, L.P. ("SLCA"), SLCA (GP), L.L.C. ("SLCA GP"), Silver Lake Group, L.L.C. ("SLG") and Mr. Joseph Osnoss. SLP Chicago GP is the general partner of SLP Chicago. Co-Invest GP is the general partner of Co-Invest. SLCA is the managing member of SLP Chicago GP. SLCA GP is the general partner of SLCA. SLG is the managing member of SLCA 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 SLP Chicago, Co-Invest, SLP Chicago GP, Co-Invest GP, SLCA, SLCA GP and SLG may be deemed to be a director by deputization of the Issuer. F2 · shares: Each share is represented by a Restricted Stock Unit ("RSU"). One-third (1/3) of the RSUs will vest on the first, second and third anniversaries of the grant date, subject to Mr. Osnoss continuing to be a director through each such vesting date. F3 · ownership.nature: 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. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of all securities covered by this filing, and the Reporting Persons disclaim beneficial ownership of these securities, except to the extent of each of their pecuniary interest therein, if any. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.