UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Cornerstone
OnD
em
and, Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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13-4068197
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1601
Cloverfield Blvd.
Suite
620 South
Sa
nt
a Monica, CA 90404
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(Address
of principal executive offices and zip
code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to
be so registered
Common
Stock, par value $0.0001 per share
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Name
of each exchange on which
each
class is to be registered
The
NASDAQ Stock Market LLC
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box.
x
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box.
¨
Securities
Act registration statement file number to which this form relates:
333-169621
Securities
to be registered pursuant to Section 12(g) of the Act: None
Item
1. Description of Registrant’s Securities to be
Registered
Cornerstone
OnDemand, Inc. (the “Registrant”) hereby incorporates by reference the
description of its common stock, par value $0.0001 per share, to be registered
hereunder contained under the heading “Description of Capital Stock” in the
Registrant’s Registration Statement on Form S-1 (File No. 333-169621), as
originally filed with the Securities and Exchange Commission (the “Commission”)
on September 29, 2010, as amended (the “Registration Statement”), and in the
prospectus included in the Registration Statement to be filed separately by the
Registrant with the Commission pursuant to Rule 424(b) under the Securities Act
of 1933, as amended, which prospectus shall be deemed to be incorporated by
reference herein.
Item
2. Exhibits
Pursuant
to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are
required to be filed, because no other securities of the Registrant are
registered on The NASDAQ Stock Market LLC and the securities registered hereby
are not being registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
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Date: March 1, 2011
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CORNERSTONE
ONDEMAND, INC.
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By:
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/s/ Adam L. Miller
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Adam
L. Miller
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President
and Chief Executive Officer
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