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 *
Deer VI & Co. 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)
C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2012
(Street)

LARCHMONT, NY 10538
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 03/12/2012   J   2,077,464 (1) D $ 0 2,077,464 I See Footnotes (2) (7)
Common Stock 03/12/2012   J   699,425 (3) D $ 0 699,425 I See Footnotes (4) (7)
Common Stock 03/12/2012   J   34,691 (5) D $ 0 34,691 I See Footnotes (6) (7)
Common Stock 03/12/2012   J   784,128 A $ 0 784,128 D (8)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Deer VI & Co. LLC
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
    X    
Bessemer Venture Partners VI L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
    X    
Bessemer Venture Partners Co-Investment L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
    X    
Bessemer Venture Partners VI Institutional L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
    X    

Signatures

 Deer VI & Co. LLC, By: /s/ J. Edmund Colloton, Chief Operating Officer   03/14/2012
**Signature of Reporting Person Date

 Bessemer Venture Partners VI L.P., By: Deer VI & Co. LLC, its general partner, By: /s/ J. Edmund Colloton, Executive Manager   03/14/2012
**Signature of Reporting Person Date

 Bessemer Venture Partners Co-Investment L.P., By: Deer VI & Co. LLC, its general partner, By: /s/ J. Edmund Colloton, Executive Manager   03/14/2012
**Signature of Reporting Person Date

 Bessemer Venture Partners VI Institutional L.P., By: Deer VI & Co. LLC, its general partner, By: /s/ J. Edmund Colloton, Executive Manager   03/14/2012
**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) Represents a pro rata distribution made by Bessemer Venture Partners VI L.P. ("BVP VI") to its partners for no consideration in a transaction that is exempt under Rule 16a-9(a).
(2) The securities are held of record by BVP VI.
(3) Represents a pro rata distribution made by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment") to its partners for no consideration in a transaction that is exempt under Rule 16a-9(a).
(4) The securities are held of record by BVP Co-Investment.
(5) Represents a pro rata distribution made by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional" and collectively with BVP VI and BVP Co-Investment, the "Funds") to its partners for no consideration in a transaction that is exempt under Rule 16a-9(a).
(6) The securities are held of record by BVP Institutional.
(7) Deer VI & Co. LLC (the "General Partner") is the general partner of the Funds and exercises voting and investment power with respect to securities owned directly by the Funds. The General Partner disclaims beneficial ownership of the securities owned directly by the Funds and this report shall not be deemed an admission that the General Partner is the beneficial owner of such securities, except to the extent of its pecuniary interest, if any, therein.
(8) Represents a change in beneficial ownership by the General Partner in a transaction that is exempt under Rule 16a-13.

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