Initial Statement of Beneficial Ownership

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person ^*
Baker R C Mark
2. Date of Event Requiring Statement (MM/DD/YYYY) 3/16/2011
3. Issuer Name and Ticker or Trading Symbol
Cornerstone OnDemand Inc [CSOD]

(Last)        (First)        (Middle)
C/O CORNERSTONE ONDEMAND, INC., 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
SANTA MONICA,, CA 90404

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Series A Preferred Stock ⁽¹⁾ ⁽¹⁾ Common Stock 91036 ⁽¹⁾ D

Series C Preferred Stock ⁽²⁾ ⁽²⁾ Common Stock 109062 ⁽²⁾ D

Stock Option (right to buy) ⁽³⁾ 11/21/2016 Common Stock 50000 $0.34 D

Stock Option (right to buy) ⁽³⁾ 12/5/2017 Common Stock 25000 $0.34 D

Stock Option (right to buy) ⁽³⁾ 12/31/2018 Common Stock 25000 $0.53 D

Stock Option (right to buy) ⁽³⁾ 12/31/2019 Common Stock 25000 $1.26 D

Stock Option (right to buy) ⁽⁴⁾ 1/14/2021 Common Stock 25000 $8.88 D

Explanation of Responses:

( 1) The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

( 2) The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

( 3) Shares subject to the option are fully vested and immediately exercisable.

( 4) Shares subject to the option vest in full and become exercisable on December 31, 2011.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

Baker R C Mark
C/O CORNERSTONE ONDEMAND, INC.
1601 CLOVERFIELD BLVD., SUITE 620 SOUTH
SANTA MONICA,, CA 90404 X

Signatures

/s/ Adam J. Weiss, by power of attorney 3/16/2011

^** Signature of Reporting Person Date

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

* If the form is filed by more than one reporting person, see Instruction 5(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	91036	⁽¹⁾	D
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	109062	⁽²⁾	D
Stock Option (right to buy)	⁽³⁾	11/21/2016	Common Stock	50000	$0.34	D
Stock Option (right to buy)	⁽³⁾	12/5/2017	Common Stock	25000	$0.34	D
Stock Option (right to buy)	⁽³⁾	12/31/2018	Common Stock	25000	$0.53	D
Stock Option (right to buy)	⁽³⁾	12/31/2019	Common Stock	25000	$1.26	D
Stock Option (right to buy)	⁽⁴⁾	1/14/2021	Common Stock	25000	$8.88	D

Exhibit 24

POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Cornerstone OnDemand, Inc. (the “Company”), hereby constitutes and appoints Adam L. Miller, Perry A. Wallack and Adam J. Weiss, the undersigned’s true and lawful attorneys-in-fact to:

complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company; and

do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of February, 2011.

	Signature:	/s/ R.C. Mark Baker

	Print Name:	R.C. Mark Baker

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	91036	⁽¹⁾	D
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	109062	⁽²⁾	D
Stock Option (right to buy)	⁽³⁾	11/21/2016	Common Stock	50000	$0.34	D
Stock Option (right to buy)	⁽³⁾	12/5/2017	Common Stock	25000	$0.34	D
Stock Option (right to buy)	⁽³⁾	12/31/2018	Common Stock	25000	$0.53	D
Stock Option (right to buy)	⁽³⁾	12/31/2019	Common Stock	25000	$1.26	D
Stock Option (right to buy)	⁽⁴⁾	1/14/2021	Common Stock	25000	$8.88	D

Explanation of Responses:
( 1)	The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.
( 2)	The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.
( 3)	Shares subject to the option are fully vested and immediately exercisable.
( 4)	Shares subject to the option vest in full and become exercisable on December 31, 2011.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Baker R C Mark C/O CORNERSTONE ONDEMAND, INC. 1601 CLOVERFIELD BLVD., SUITE 620 SOUTH SANTA MONICA,, CA 90404	X

Signatures
/s/ Adam J. Weiss, by power of attorney		3/16/2011
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.