4//SEC Filing
SLA Chicago GP, L.L.C. 4
Accession 0000899243-19-026484
CIK 0001401680other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 4:46 PM ET
Size
11.3 KB
Accession
0000899243-19-026484
Insider Transaction Report
Form 4
SLP Chicago Holdings, L.P.
Director10% Owner
Transactions
- Other
5.75% Convertible Senior Notes due 2021
2019-10-31(indirect: Held through SLA Chicago Holdings, L.P.)Exercise: $42.00→ Common Stock (5,196,232 underlying)
SLP Chicago GP, L.L.C.
Director10% Owner
Transactions
- Other
5.75% Convertible Senior Notes due 2021
2019-10-31(indirect: Held through SLA Chicago Holdings, L.P.)Exercise: $42.00→ Common Stock (5,196,232 underlying)
Footnotes (6)
- [F1]The aggregate amount of 5.75% Convertible Senior Notes due 2021 ("Convertible Notes") held by Silver Lake Group, L.L.C. and/or its affiliates has not changed since the date of original acquisition, and is not changing now. This Form 4 is filed by SLA Chicago Holdings, L.P. ("SLA Chicago") and its general partner, SLA Chicago GP, L.L.C ("SLA Chicago GP"), in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake Alpine Associates, L.P. ("SLA Funds"). In connection with such internal reorganization, SLA Chicago made an in-kind distribution of the Convertible Notes it directly held to a new affiliated holding vehicle, SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM Chicago and its general partner, SLA CM GP, L.L.C. and SLA CM GP, L.L.C.'s sole member, SLA Aggregator GP, L.L.C., are separately filing a Form 3 reporting SLA CM Chicago's ownership of the Convertible Notes.
- [F2]The transfer referred to above in footnote (1) did not represent any change in pecuniary interest of any of the SLA Funds or their affiliates. Not included on this Form 4 is $75,758,000 principal amount of Convertible Notes acquired by SLA Chicago Co-Invest II, L.P. in the original acquisition and which SLA Chicago Co-Invest II, L.P. continues to hold.
- [F3]SLA Chicago GP is the general partner of SLA Chicago. Silver Lake Alpine Associates, L.P. ("SLAA") is the sole member of SLA Chicago GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. is the managing member of SLAA GP.
- [F4]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 of the Issuer ("Common Stock").
- [F5]The Convertible Notes mature on July 1, 2021, subject to earlier repurchase or conversion in accordance with their terms.
- [F6]5,196,232 shares of Common Stock are issuable upon conversion of the Convertible Notes previously held by SLP Chicago, 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.
Documents
Issuer
Cornerstone OnDemand Inc
CIK 0001401680
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001722979
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 4:46 PM ET
- Size
- 11.3 KB