Sec Form 13G Filing - Miller Adam L filing for Cornerstone OnDemand Inc (CSOD) - 2020-02-14

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.

Names of Reporting Persons.

Adam L. Miller

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only

Citizenship or Place of Organization

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

2,868,502 (See Item 4(a) below)

Shared Voting Power

1,305,089 (See Item 4(a) below)

Sole Dispositive Power

2,868,502 (See Item 4(a) below)

Shared Dispositive Power

1,305,089 (See Item 4(a) below)

Aggregate Amount Beneficially Owned by Each Reporting Person

4,173,591 (See Item 4(a) below)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (9)

6.7%

Type of Reporting Person (See Instructions)

IN

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned: 4,173,591, which includes (i) 1,863,618 shares of Common Stock held by Mr. Miller; (ii) 979,450 shares of Common Stock subject to stock options exercisable within 60 days of December 31, 2019; (iii) 25,434 shares of Common Stock issuable upon the settlement of restricted stock units releasable within 60 days of December 31, 2019, (iv) 507,063 shares of Common Stock held by the Miller Family Irrevocable Trust dated as of July 1, 2010, for which the Goldman Sachs Trust Company of Delaware serves as trustee and special trustee, 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; (v) 498,026 shares of Common Stock held by the Miller 2018 Family GRAT dated as of December 21, 2018, for which the Goldman Sachs Trust Company of Delaware serves as trustee, Mr. Miller’s attorney serves as special trustee, 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 (vi) 300,000 shares of Common Stock held by the MST Trust dated as of December 17, 2012, for which Goldman Sachs Trust Company of Delaware serves as trustee, 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, distribution advisor and investment advisor.

Percent of class: 6.7% (percentage ownership is calculated based on 62,042,401 shares of Common Stock outstanding as of December 31, 2019 and assumes that the 1,004,884 shares of Common Stock underlying the stock options and restricted stock units referred to in Item 4(a) above are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i)).

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.