SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Colella Giovanni M.

(Last)

(First)

(Middle)

C/O CASTLIGHT HEALTH, INC.

TWO RINCON CTR., 121 SPEAR ST., STE. 300

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CASTLIGHT HEALTH, INC. [ CSLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	12/31/2014		C⁽¹⁾		10,800	A	$0	10,800	D
Class B Common Stock	12/31/2014		C⁽¹⁾		16,674	A	$0	16,674	I	By living trust⁽²⁾
Class B Common Stock	12/31/2014		S⁽¹⁾		10,800⁽³⁾	D	$12.0271⁽⁴⁾	0	D
Class B Common Stock	12/31/2014		S⁽¹⁾		16,674⁽³⁾	D	$12.0271⁽⁴⁾	0	I	By living trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$1.12	12/31/2014		M⁽¹⁾			10,800	⁽⁵⁾	04/08/2023	Class A Common Stock	10,800	$0⁽⁶⁾⁽⁷⁾	0	D
Class A Common Stock	$0⁽⁶⁾⁽⁷⁾	12/31/2014		M⁽¹⁾		10,800		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class B Common Stock⁽⁷⁾	10,800	$0	10,800	D
Class A Common Stock	$0⁽⁶⁾⁽⁷⁾	12/31/2014		C⁽¹⁾			10,800	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class B Common Stock⁽⁷⁾	10,800	$0	0	D
Class A Common Stock	$0⁽⁶⁾⁽⁷⁾	12/31/2014		C⁽¹⁾			16,674	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class B Common Stock⁽⁷⁾	16,674	$0	4,404,849	I	By living trust⁽²⁾
Class A Common Stock	$0⁽⁶⁾⁽⁷⁾							⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class B Common Stock⁽⁷⁾	600,000		600,000	I	By grantor retained annuity trust 1⁽⁸⁾
Class A Common Stock	$0⁽⁶⁾⁽⁷⁾							⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class B Common Stock⁽⁷⁾	250,000		250,000	I	By grantor retained annuity trust 2⁽⁸⁾
Class A Common Stock	$0⁽⁶⁾⁽⁷⁾							⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class B Common Stock⁽⁷⁾	600,000		600,000	I	By grantor retained annuity trust 3⁽⁹⁾
Class A Common Stock	$0⁽⁶⁾⁽⁷⁾							⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class B Common Stock⁽⁷⁾	250,000		250,000	I	By grantor retained annuity trust 4⁽⁹⁾

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 1, 2014.

2. Reporting Person serves as a co-trustee.

3. Represents the aggregate of sales effected on the same day at different prices.

4. Represents the weighted average sales price per share of a total of 27,474 shares sold. The shares sold at prices ranging from $12.00 to $12.14 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

5. The stock option has fully vested and is immediately exercisable.

6. Each share of Class A Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class B Common Stock. In addition, each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the transfer, whether or not for value, that occurs after the closing of the IPO to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Restated Certificate of Incorporation in effect as of the date hereof. The shares of Class A Common Stock have no expiration date.

7. Each share of the Issuer's Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the earliest to occur of the following: (a) the first date on which the number of shares of Class A Common Stock then outstanding is less than 15,340,384 shares, (b) March 19, 2024, or (c) a time and date approved in writing by holders of at least a majority of the then-outstanding shares of Class A Common Stock. The shares of Class A Common Stock and Class B Common Stock have no expiration date.

8. Reporting Person serves as trustee and sole beneficiary.

9. Reporting Person's spouse serves as trustee and sole beneficiary.

Remarks:

	/s/ Charles Ott, by power of attorney	01/05/2015
	** 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 4 (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).
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