CEO of Cornerstone OnDemand Adopts Rule 10b5-1 Trading Plan
SANTA MONICA, Calif. – November 29, 2011 – Learning and talent management software provider Cornerstone OnDemand (NASDAQ: CSOD) today announced that Adam Miller, Cornerstone’s President and Chief Executive Officer, and certain affiliated trusts adopted a pre-arranged stock trading plan in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, and Cornerstone’s policies regarding transactions in Cornerstone’s securities by affiliates.
Under the terms of the plan, from November 15, 2011 through October 31, 2012, the brokerage firm overseeing the plan may sell a predetermined number of shares of common stock held by Mr. Miller and his affiliated trusts, provided that certain price thresholds are met. The shares subject to the trading plan represent less than 2 percent of the Company’s outstanding common stock as of November 9, 2011. If all of the shares subject to the trading plan are sold during the plan’s term, Mr. Miller and his affiliates will retain approximately 90 percent of their holdings. The transactions under the plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.
The trading plan was adopted to enable Mr. Miller and his affiliates to gradually diversify their investment portfolios, spreading stock trades over an extended period of time and reducing market impact. In addition, as a result of being established well in advance of potential trades, the plan helps avoid concerns as to whether Mr. Miller or his affiliates had material, non-public information at the time the trades were made.