Edgar Filing: Helvey Kirsten Maas

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 ^*

Â Helvey Kirsten Maas

2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2013

3. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc [CSOD]

(Last)

(First)

(Middle)

C/O CORNERSTONE ONDEMAND, INC.,Â 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Client Success

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SANTA MONICA,Â CAÂ 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	110,415 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D	Â
Common Stock	94	I	See ⁽⁷⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	04/21/2011⁽⁴⁾	04/21/2020	Common Stock	75,000	$ 1.65	D	Â
Stock Option (right to buy)	10/01/2012⁽⁴⁾	10/01/2021	Common Stock	100,000	$ 12.54	D	Â
Stock Option (right to buy)	07/01/2013⁽⁵⁾	07/01/2022	Common Stock	23,300	$ 23.81	D	Â
Stock Option (right to buy)	07/01/2013⁽⁴⁾	07/01/2022	Common Stock	26,700	$ 23.81	D	Â
Stock Option (right to buy)	12/31/2012⁽⁶⁾	12/31/2015	Common Stock	392	$ 27.75	I	See ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Helvey Kirsten Maas C/O CORNERSTONE ONDEMAND, INC. 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH SANTA MONICA,Â CAÂ 90404	Â	Â	Â SVP, Client Success	Â

Signatures

/s/ Adam J. Weiss, by power of attorney		02/25/2013
^**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)	Includes 2,750 shares represented by restricted stock units that vest in two equal annual installments beginning on May 15, 2013, subject to the Reporting Person continuing to be a Service Provider through each such vesting date.
(2)	Includes 6,300 shares represented by restricted stock units that vest in three equal annual installments beginning on July 1, 2013, subject to the Reporting Person continuing to be a Service Provider through each such vesting date.
(3)	Includes 7,200 shares represented by restricted stock units that vest in four equal annual installments beginning on July 1, 2013, subject to the Reporting Person continuing to be a Service Provider through each such vesting date.
(4)	One-fourth of the shares subject to the option will vest on the first anniversary of the Vesting Commencement Date, and the remaining shares will vest in equal monthly installments over the following 36 months, subject to the Reporting Person continuing to be a Service Provider through each such vesting date.
(5)	One-third of the shares subject to the option will vest on the first anniversary of the Vesting Commencement Date, and the remaining shares will vest in equal monthly installments over the following 24 months, subject to the Reporting Person continuing to be a Service Provider through each such vesting date.
(6)	On December 4, 2012, the optionholder was granted an option to purchase 59,683 shares of the Issuer's common stock, subject to the satisfaction of certain performance criteria beginning on December 31, 2012. Certain performance criteria were met on December 31, 2012, resulting in vesting of the option as to 392 shares.
(7)	By Spouse.

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