Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bay Management Co XI LLC
  2. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc [CSOD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
490 S. CALIFORNIA AVENUE, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2011
(Street)

PALO ALTO, CA 94306
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/22/2011   C   4,202,478 A (1) (2) (3) (4) (5) 4,252,228 I See footnote (6)
Common Stock 03/22/2011   X   1,273,901 A (7) 5,526,129 I See footnote (6)
Common Stock 03/22/2011   F   165,264 D $ 18.5 5,360,865 I See footnote (6)
Common Stock 03/22/2011   S   696,500 D $ 12.0718 4,664,365 I See footnote (6)
Common Stock 03/22/2011   C   21,119 A (1) (2) (3) (4) (5) 21,369 I See footnote (8)
Common Stock 03/22/2011   X   6,402 A (7) 2,771 I See footnote (8)
Common Stock 03/22/2011   F   831 D $ 18.5 26,940 I See footnote (8)
Common Stock 03/22/2011   S   3,500 D $ 12.0718 23,440 I See footnote (8)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 03/22/2011   C     82,915   (1)   (1) Common Stock 82,915 $ 0 0 I See footnote (6)
Series B Convertible Preferred Stock (2) 03/22/2011   C     19,900   (2)   (2) Common Stock 19,900 $ 0 0 I See footnote (6)
Series C Convertible Preferred Stock (3) 03/22/2011   C     217,656   (3)   (3) Common Stock 217,656 $ 0 0 I See footnote (6)
Series D Convertible Preferred Stock (4) 03/22/2011   C     3,731,250   (4)   (4) Common Stock 3,731,250 $ 0 0 I See footnote (6)
Series E Convertible Preferred Stock (5) 03/22/2011   C     150,757   (5)   (5) Common Stock 150,757 $ 0 0 I See footnote (6)
Series D Convertible Preferred Warrant (right to buy) $ 2.4 03/22/2011   C(8)     1,243,750   (4)   (4) Series D Convertible Preferred Stock 1,243,750 $ 0 0 I See footnote (6)
Series E Convertible Preferred Warrant (right to buy) $ 2.4 03/22/2011   C(9)     30,151   (5)   (5) Series E Convertible Preferred Stock 30,151 $ 0 0 I See footnote (6)
Common Stock Warrant (right to buy) $ 2.4 03/22/2011   C(8)(9)   1,273,901     (10)   (10) Common Stock 1,273,901 $ 0 1,273,901 I See footnote (6)
Common Stock Warrant (right to buy) $ 2.4 03/22/2011   X     1,273,901   (7)   (7) Common Stock 1,273,901 $ 0 0 I See footnote (6)
Series A Convertible Preferred Stock (1) 03/22/2011   C     417   (1)   (1) Common Stock 417 $ 0 0 I See footnote (8)
Series B Convertible Preferred Stock (2) 03/22/2011   C     100   (2)   (2) Common Stock 100 $ 0 0 I See footnote (8)
Series C Convertible Preferred Stock (3) 03/22/2011   C     1,094   (3)   (3) Common Stock 1,094 $ 0 0 I See footnote (8)
Series D Convertible Preferred Stock (4) 03/22/2011   C     18,750   (4)   (4) Common Stock 18,750 $ 0 0 I See footnote (8)
Series E Convertible Preferred Stock (5) 03/22/2011   C     758   (5)   (5) Common Stock 758 $ 0 0 I See footnote (8)
Series D Convertible Preferred Warrant (right to buy) $ 2.4 03/22/2011   C(8)     6,250   (4)   (4) Series D Convertible Preferred Stock 6,250 $ 0 0 I See footnote (8)
Series E Convertible Preferred Warrant (right to buy) $ 2.4 03/22/2011   C(9)     152   (5)   (5) Series E Convertible Preferred Stock 152 $ 0 0 I See footnote (8)
Common Stock Warrant (right to buy) $ 2.4 03/22/2011   C(8)(9)   6,402     (10)   (10) Common Stock 6,402 $ 0 6,402 I See footnote (8)
Common Stock Warrant (right to buy) $ 2.4 03/22/2011   X     6,402   (7)   (7) Common Stock 6,402 $ 0 0 I See footnote (8)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Bay Management Co XI LLC
490 S. CALIFORNIA AVENUE, SUITE 200
PALO ALTO, CA 94306
    X    
Bay Partners XI L P
490 S. CALIFORNIA AVENUE, SUITE 200
PALO ALTO, CA 94306
    X    
BAY PARTNERS XI PARALLEL FUND L P
490 S. CALIFORNIA AVENUE, SUITE 200
PALO ALTO, CA 94306
    X    
PHILLIPS STUART G
490 S. CALIFORNIA AVENUE, SUITE 200
PALO ALTO, CA 94306
    X    

Signatures

 /s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC   03/22/2011
**Signature of Reporting Person Date

 /s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC, the General Partner of Bay Partners XI, L.P.   03/22/2011
**Signature of Reporting Person Date

 /s/ Stuart G. Phillips, as Manager of Bay Management Company XI, LLC, the General Partner of Bay Partners XI Parallel Fund, L.P.   03/22/2011
**Signature of Reporting Person Date

 /s/ Stuart G. Phillips   03/22/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
(2) The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
(3) The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
(4) The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
(5) The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.
(6) The reported securities are held of record by Bay Partners XI, L.P. ("Bay Partners"). Stuart G. Phillips, the Manager of Bay Management Company XI, LLC ("Bay Mgmt"), the General Partner of Bay Partners, has sole voting and dispositive power with respect to the shares held of record by Bay Partners. Mr. Phillips disclaims beneficial ownership of these securities except to the extent of his individual respective pecuniary interest therein.
(7) The Common Stock Warrants were net exercised immediately prior to the closing of Issuer's initial public offering.
(8) The Series D Convertible Preferred Stock Warrants to purchase shares of Series D Convertible Preferred Stock automatically converted into warrants to purchase an equivalent number of shares of Common Stock, at the same exercise price, immediately prior to the closing of the Issuer's initial public offering.
(9) The Series E Convertible Preferred Stock Warrants to purchase shares of Series E Convertible Preferred Stock automatically converted into warrants to purchase an equivalent number of shares of Common Stock, at the same exercise price, immediately prior to the closing of the Issuer's initial public offering.
(10) The Common Stock Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock.

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