Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BURLINGAME HAROLD W
2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2011
3. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc [CSOD]
(Last)
(First)
(Middle)
C/O CORNERSTONE ONDEMAND, INC., 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA MONICA,, CA 90404
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 75,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock   (1)   (1) Common Stock 31,250 $ (1) D  
Stock Option (right to buy)   (2) 12/31/2019 Common Stock 25,000 $ 1.26 D  
Stock Option (right to buy)   (3) 01/14/2021 Common Stock 25,000 $ 8.88 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BURLINGAME HAROLD W
C/O CORNERSTONE ONDEMAND, INC.
1601 CLOVERFIELD BLVD., SUITE 620 SOUTH
SANTA MONICA,, CA 90404
  X      

Signatures

/s/ Adam J. Weiss, by power of attorney 03/16/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.
(2) Shares subject to the option are fully vested and immediately exercisable.
(3) Shares subject to the option vest in full and become exercisable on December 31, 2011.

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