0001140361-17-032652.txt : 20170817
0001140361-17-032652.hdr.sgml : 20170817
20170817201428
ACCESSION NUMBER: 0001140361-17-032652
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170815
FILED AS OF DATE: 20170817
DATE AS OF CHANGE: 20170817
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Colella Giovanni M.
CENTRAL INDEX KEY: 0001601554
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 171039948
MAIL ADDRESS:
STREET 1: C/O CASTLIGHT HEALTH, INC.
STREET 2: TWO RINCON CTR, 121 SPEAR ST., STE. 300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CASTLIGHT HEALTH, INC.
CENTRAL INDEX KEY: 0001433714
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 261989091
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 150 SPEAR STREET
STREET 2: SUITE 400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: 415-671-4683
MAIL ADDRESS:
STREET 1: 150 SPEAR STREET
STREET 2: SUITE 400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
FORMER COMPANY:
FORMER CONFORMED NAME: VENTANA HEALTH SERVICES, INC.
DATE OF NAME CHANGE: 20090831
FORMER COMPANY:
FORMER CONFORMED NAME: MARIA HEALTH INC
DATE OF NAME CHANGE: 20080429
4
1
doc1.xml
FORM 4
X0306
4
2017-08-15
0
0001433714
CASTLIGHT HEALTH, INC.
CSLT
0001601554
Colella Giovanni M.
C/O CASTLIGHT HEALTH, INC.
150 SPEAR ST., SUITE 400
SAN FRANCISCO
CA
94105
1
0
1
1
Executive Chairman
Class B Common Stock
2017-08-15
4
M
0
9187
0
A
88093
D
Class B Common Stock
2017-08-16
4
S
0
3662
3.9027
D
84431
D
Class B Common Stock
2017-08-16
5
J
0
5525
0
D
78906
D
Class B Common Stock
2017-08-16
5
J
0
5525
0
A
27745
I
By living trust
Class B Common Stock
2017-08-16
4
C
0
26400
0
A
54145
I
By living trust
Class B Common Stock
2017-08-16
4
S
0
26400
3.911
D
27745
I
By living trust
Restricted Stock Units
0
2017-08-15
4
M
0
9187
0
D
Class B Common Stock
9187
64313
D
Class A Common Stock
0
2017-08-16
4
C
0
26400
0
D
Class B Common Stock
26400
4610591
I
By living trust
Class A Common Stock
0
Class B Common Stock
509638
509638
I
By grantor retained annuity trust 1
Class A Common Stock
0
Class B Common Stock
160443
160443
I
By grantor retained annuity trust 2
Class A Common Stock
0
Class B Common Stock
509638
509638
I
By grantor retained annuity trust 3
Class A Common Stock
0
Class B Common Stock
106443
106443
I
By grantor retained annuity trust 4
Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on June 17, 2015, the grant of which was previously reported by the Reporting Person on a Form 4.
Represents the aggregate of sales effected on the same day at different prices.
All of these shares were sold to cover taxes and fees due upon the release and settlement of the RSUs.
Represents the weighted average sales price per share. The shares sold at prices ranging from $3.85 to $3.95 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.
Re-registration of shares in the name of the Reporting Person's living trust, effecting only a change in the form of beneficial ownership.
Reporting Person serves as a co-trustee.
Represents the weighted average sales price per share. The shares sold at prices ranging from $3.85 to $4.05 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.
Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
The RSUs vest over 4 years as follows: 25% of the RSUs vested on May 15, 2016 and the remainder will vest on each quarterly anniversary thereafter in equal installments. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.
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.
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.
Reporting Person serves as trustee and sole beneficiary.
Reporting Person's spouse serves as trustee and sole beneficiary.
/s/ Jennifer Chaloemtiarana, by power of attorney
2017-08-17