Home/Filings/4/0000899243-21-040626

4//SEC Filing

SLAA (GP), L.L.C. 4

Accession 0000899243-21-040626

CIK 0001401680other

View on SEC.gov Company Profile

Filed

Oct 18, 8:00 PM ET

Accepted

Oct 19, 5:00 PM ET

Size

36.2 KB

Accession

0000899243-21-040626

Insider Transaction Report

Form 4

Period: 2021-10-15

Cornerstone OnDemand IncCSOD

SLCA (GP), L.L.C.

Director10% Owner

Transactions

Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−75,758,000→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
→ Common Stock (1,908,085 underlying)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−1,908,085$109,714,888→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−218,242,000→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
→ Common Stock (5,496,771 underlying)
Exercise/Conversion
Common Stock
2021-10-15+5,496,771→ 5,496,771 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−5,496,771$316,064,333→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Exercise/Conversion
Common Stock
2021-10-15+1,908,085→ 1,908,085 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−30,360$1,745,700→ 0 total(indirect: See footnote)

Silver Lake Group, L.L.C.

Director10% Owner

Transactions

Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−1,908,085$109,714,888→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−218,242,000→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
→ Common Stock (5,496,771 underlying)
Exercise/Conversion
Common Stock
2021-10-15+5,496,771→ 5,496,771 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Exercise/Conversion
Common Stock
2021-10-15+1,908,085→ 1,908,085 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−30,360$1,745,700→ 0 total(indirect: See footnote)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−75,758,000→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
→ Common Stock (1,908,085 underlying)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−5,496,771$316,064,333→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)

Silver Lake Credit Associates, L.P.

Director10% Owner

Transactions

Exercise/Conversion
Common Stock
2021-10-15+1,908,085→ 1,908,085 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−5,496,771$316,064,333→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−30,360$1,745,700→ 0 total(indirect: See footnote)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−75,758,000→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
→ Common Stock (1,908,085 underlying)
Exercise/Conversion
Common Stock
2021-10-15+5,496,771→ 5,496,771 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−1,908,085$109,714,888→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−218,242,000→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
→ Common Stock (5,496,771 underlying)

SLA CM GP, L.L.C.

Director

Transactions

Exercise/Conversion
Common Stock
2021-10-15+5,496,771→ 5,496,771 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Exercise/Conversion
Common Stock
2021-10-15+1,908,085→ 1,908,085 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−218,242,000→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
→ Common Stock (5,496,771 underlying)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−5,496,771$316,064,333→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−75,758,000→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
→ Common Stock (1,908,085 underlying)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−1,908,085$109,714,888→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−30,360$1,745,700→ 0 total(indirect: See footnote)

Osnoss Joseph

Director

Transactions

Exercise/Conversion
Common Stock
2021-10-15+1,908,085→ 1,908,085 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−30,360$1,745,700→ 0 total(indirect: See footnote)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−218,242,000→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
→ Common Stock (5,496,771 underlying)
Exercise/Conversion
Common Stock
2021-10-15+5,496,771→ 5,496,771 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−1,908,085$109,714,888→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−5,496,771$316,064,333→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−75,758,000→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
→ Common Stock (1,908,085 underlying)

SL Alpine Aggregator GP, L.L.C.

Director

Transactions

Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−5,496,771$316,064,333→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−1,908,085$109,714,888→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Exercise/Conversion
Common Stock
2021-10-15+1,908,085→ 1,908,085 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Exercise/Conversion
Common Stock
2021-10-15+5,496,771→ 5,496,771 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−218,242,000→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
→ Common Stock (5,496,771 underlying)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−75,758,000→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
→ Common Stock (1,908,085 underlying)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−30,360$1,745,700→ 0 total(indirect: See footnote)

SLA CM Chicago Holdings, L.P.

Director10% Owner

Transactions

Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−1,908,085$109,714,888→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−30,360$1,745,700→ 0 total(indirect: See footnote)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−218,242,000→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
→ Common Stock (5,496,771 underlying)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−5,496,771$316,064,333→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Exercise/Conversion
Common Stock
2021-10-15+5,496,771→ 5,496,771 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Exercise/Conversion
Common Stock
2021-10-15+1,908,085→ 1,908,085 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−75,758,000→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
→ Common Stock (1,908,085 underlying)

SLC Co-Invest, GP, L.L.C.

Director10% Owner

Transactions

Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−218,242,000→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
→ Common Stock (5,496,771 underlying)
Exercise/Conversion
Common Stock
2021-10-15+5,496,771→ 5,496,771 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−5,496,771$316,064,333→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Exercise/Conversion
Common Stock
2021-10-15+1,908,085→ 1,908,085 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−1,908,085$109,714,888→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−30,360$1,745,700→ 0 total(indirect: See footnote)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−75,758,000→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
→ Common Stock (1,908,085 underlying)

SLC Chicago Co-Invest II, L.P.

Director10% Owner

Transactions

Exercise/Conversion
Common Stock
2021-10-15+5,496,771→ 5,496,771 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Exercise/Conversion
Common Stock
2021-10-15+1,908,085→ 1,908,085 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−218,242,000→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
→ Common Stock (5,496,771 underlying)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−30,360$1,745,700→ 0 total(indirect: See footnote)
Exercise/Conversion
5.75% Convertible Senior Notes due 2023
2021-10-15−75,758,000→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)
→ Common Stock (1,908,085 underlying)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−5,496,771$316,064,333→ 0 total(indirect: Held through SLA CM Chicago Holdings, L.P.)
Disposition to Issuer
Common Stock
2021-10-15$57.50/sh−1,908,085$109,714,888→ 0 total(indirect: Held through SLA Chicago Co-Invest II, L.P.)

Footnotes (7)

[F1]On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.
[F2]In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.
[F3]These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("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.
[F4]These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.
[F5]Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.
[F6]These securities were held by Mr. Osnoss for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates or certain of the funds they manage ("Silver Lake"). Mr. Osnoss served as a director of the Issuer. Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from such sale are expected to be remitted to Silver Lake and/or its limited partners. Mr. Osnoss, through his role at Silver Lake, may have been deemed to have an indirect interest in the securities reported herein.
[F7]Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Cornerstone OnDemand Inc

CIK 0001401680

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001722977

Filing Metadata

Form type: 4
Filed: Oct 18, 8:00 PM ET
Accepted: Oct 19, 5:00 PM ET
Size: 36.2 KB

View on SEC.gov