Item 1.01 Entry into a Material Definitive Agreement.

On November 5, 2012, Cornerstone OnDemand, Inc. (the "Company") and Silicon Valley Bank ("SVB") entered into a third amendment (the "Third Amendment") to a Loan and Security Agreement, dated August 20, 2010, as previously amended on May 26, 2011 and March 14, 2012, between the Company and SVB (the "Loan Agreement"), pursuant to which, among other things, SVB agreed to provide an additional line of credit (the "New Line of Credit") available under the Loan Agreement for advances of up to an aggregate of $5 million exclusively for the purchase of certain eligible equipment and agreed to modify certain financial covenants under the Loan Agreement. Interest will accrue on the principal amount of loans made under the New Line of Credit at an annual rate equal to 0.25% below the prime rate. The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which will be filed with the Company's next quarterly report on Form 10-Q.

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