UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Cornerstone OnDemand, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
21925Y103
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-l(b)
¨ Rule 13d-l(c)
x Rule 13d-l(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 21925Y103 |
| 1. | Names of Reporting Persons.
Adam L. Miller | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
4,323,627 (See Item 4(a) below) | ||||
| 6. | Shared Voting Power
1,055,991 (See Item 4(a) below) | |||||
| 7. | Sole Dispositive Power
4,323,627 (See Item 4(a) below) | |||||
| 8. | Shared Dispositive Power
1,055,991 (See Item 4(a) below) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,379,618 (See Item 4(a) below) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
10.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| Item 1. |
||||
| (a) | Name of Issuer: | |||
| Cornerstone OnDemand, Inc. | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 1601 Cloverfield Blvd., Suite 620 South | ||||
| Santa Monica, CA 90404 | ||||
| Item 2. |
||||
| (a) | Name of Person Filing: | |||
| Adam L. Miller | ||||
| (b) | Address of Principal Business Office or, if none, Residence: | |||
| c/o Cornerstone OnDemand, Inc., 1601 Cloverfield Blvd., Suite 620 South, Santa Monica, CA 90404 | ||||
| (c) | Citizenship: | |||
| United States | ||||
| (d) | Title of Class of Securities: | |||
| Common Stock, $0.0001 par value per share | ||||
| (e) | CUSIP Number: | |||
| 21925Y103 | ||||
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | ¨ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | ||||
| (k) | ¨ | Group, in accordance with §240.13d–1(b)(1)(ii)(K). | ||||
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||||
| Item 4. |
Ownership. | |||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||
| (a) | Amount beneficially owned: 5,379,618, which includes (i) 3,762,765 shares of Common Stock held by Mr. Miller; (ii) options to purchase 560,862 shares of Common Stock that are exercisable within 60 days of December 31, 2013; (iii) 755,991 shares of Common Stock held by the Miller 2010 Family GRAT for which Mr. Miller’s spouse serves as investment advisor and Mr. Miller has the power to remove and replace the trustee, special trustee and investment advisor; and (iv) 300,000 shares of Common Stock held by the MST Trust for which Mr. Miller’s father serves as distribution advisor, Mr. Miller serves as investment advisor and Mr. Miller has the power to remove and replace the trustee and the distribution advisor. | |||
| (b) | Percent of class: 10.1% (percentage ownership is calculated based on 52,469,900 shares of common stock outstanding as of December 31, 2013 and assumes that the 560,862 shares of common stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i)). | |||
| (c) | Number of shares as to which the person has: | |||
| (i) Sole power to vote or to direct the vote | 4,323,627 shares (See Item 4(a) above). | |||
| (ii) Shared power to vote or to direct the vote | 1,055,991 shares (See Item 4(a) above). | |||
| (iii) Sole power to dispose or to direct the disposition of | 4,323,627 shares (See Item 4(a) above). | |||
| (iv) Shared power to dispose or to direct the disposition of | 1,055,991 shares (See Item 4(a) above). | |||
| Item 5. |
Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ | ||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | |
| Not applicable. | ||
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |
| Not applicable. | ||
| Item 8. |
Identification and Classification of Members of the Group. | |
| Not applicable. | ||
| Item 9. |
Notice of Dissolution of Group. | |
| Not applicable. | ||
| Item 10. |
Certifications. | |
| Not applicable. | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 12, 2014 |
| Date |
| /s/ Adam L. Miller |
| Adam L. Miller |