On: Tuesday, 9/28/10, at 7:52pm ET · As of: 9/29/10 ·Private-to-Public: Document ¶ – Release Delayed to: 4/1/11 ·Accession #: 1144204-10-51365 ·File #:333-169621
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Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1 Registration Statement (General Form) HTML 1.38M
18: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 9K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 106K
3: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 150K
4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 200K
5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 76K
6: EX-4.4 Instrument Defining the Rights of Security Holders HTML 73K
7: EX-4.5 Instrument Defining the Rights of Security Holders HTML 81K
8: EX-4.6 Instrument Defining the Rights of Security Holders HTML 59K
11: EX-10.11 Material Contract HTML 52K
12: EX-10.12 Material Contract HTML 223K
13: EX-10.13 Material Contract HTML 462K
14: EX-10.17 Material Contract HTML 115K
15: EX-10.18 Material Contract HTML 53K
9: EX-10.2 Material Contract HTML 142K
10: EX-10.3 Material Contract HTML 292K
16: EX-21.1 Subsidiaries HTML 8K
17: EX-23.2 Consent of Experts or Counsel HTML 9K
Delayed-Release ‘CORRESP’ — Comment-Response or Other Letter to the SEC
Cornerstone
OnDemand, Inc. – Registration Statement on Form S-1 (File No.
333- ) (the
“Registration Statement”)
Ladies
and Gentlemen:
On behalf
of Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), pursuant to the
Securities Act of 1933, as amended, and Regulation S-T promulgated thereunder,
we hereby transmit for filing via EDGAR the Company’s Registration Statement on
Form S-1 with copies of all exhibits thereto for the purpose of registering
shares of the Company’s common stock. Manually executed signature
pages and consents have been signed prior to the time of this electronic filing
and will be retained by the Company for five years. Pursuant to Rule
457(o), the Company has computed the fee due on the basis of the maximum
aggregate offering price. Pursuant to Rule 13(e) of Regulation S-T, a
wire transfer in the amount of $8,199.50 was submitted to the Commission’s
lock-box in connection with this filing.
Pursuant
to Rule 461(a) of Regulation C under the Securities Act of 1933, as amended (the
“Act”), on behalf of the
Company and the managing underwriters named in the section “Underwriters” of the
prospectus included within the Registration Statement, the Company and such
managing underwriters inform the staff of the Securities and Exchange Commission
that the Company and such managing underwriters may orally request acceleration
of the effective date of the Registration Statement and that the Company and
such underwriters are aware of their respective obligations under the
Act.
Should
you have any questions or comments, please do not hesitate to contact Herbert P.
Fockler or me at (650) 493-9300.
Very
truly yours,
WILSON
SONSINI GOODRICH & ROSATI
Professional
Corporation
/s/
Rachel B. Proffitt
Rachel B.
Proffitt
cc: Adam
Miller, Cornerstone OnDemand,
Inc.
Perry
Wallack, Cornerstone OnDemand,
Inc.
Herbert
P. Fockler, Wilson Sonsini
Goodrich & Rosati, P.C.
