3//SEC Filing
SL Alpine Aggregator GP, L.L.C. 3
Accession 0000899243-19-026485
CIK 0001401680other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 4:47 PM ET
Size
11.5 KB
Accession
0000899243-19-026485
Insider Transaction Report
Form 3
SL Alpine Aggregator GP, L.L.C.
Director
Holdings
- (indirect: Held through SLA CM Chicago Holdings, L.P.)
5.75% Convertible Senior Notes due 2021
Exercise: $42.00→ Common Stock (5,196,232 underlying)
SLA CM Chicago Holdings, L.P.
Director10% Owner
Holdings
- (indirect: Held through SLA CM Chicago Holdings, L.P.)
5.75% Convertible Senior Notes due 2021
Exercise: $42.00→ Common Stock (5,196,232 underlying)
SLA CM GP, L.L.C.
Director
Holdings
- (indirect: Held through SLA CM Chicago Holdings, L.P.)
5.75% Convertible Senior Notes due 2021
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 3 is filed by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"), SLA CM GP, L.L.C. ("SLA CM GP") and SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") 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").
- [F2]In connection with such internal reorganization, one of the previous direct holders of these Convertible Notes, SLA Chicago Holdings, L.P., made an in-kind distribution of Convertible Notes to SLA CM Chicago. Such transfer did not otherwise represent any change in pecuniary interest of any of the SLA Funds or their affiliates. Not included on this form 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 CM GP is the general partner of SLA CM Chicago. 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. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Joseph 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 CM Chicago, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.
- [F4]The Convertible Notes mature on July 1, 2021, subject to earlier repurchase or conversion in accordance with their terms.
- [F5]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 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.
- [F6]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.
Documents
Issuer
Cornerstone OnDemand Inc
CIK 0001401680
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001790765
Filing Metadata
- Form type
- 3
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 4:47 PM ET
- Size
- 11.5 KB