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^*

Presidio Management Group X LLC

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2014

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 A Common Stock	03/19/2014		C		2,321,233	A	⁽¹⁾	2,340,784	I	Directly owned by USVP X⁽⁴⁾
Class A Common Stock	03/19/2014		C		74,261	A	⁽¹⁾	74,886	I	Directly owned by AFF X⁽⁴⁾

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)
Series A Preferred Stock	⁽¹⁾	03/19/2014		C			130,339	⁽²⁾	⁽³⁾	Class A Common Stock	130,339	⁽¹⁾	0	I	Directly owned by USVP X⁽⁴⁾
Series A1 Preferred Stock	⁽¹⁾	03/19/2014		C			51,223	⁽²⁾	⁽³⁾	Class A Common Stock	51,223	⁽¹⁾	0	I	Directly owned by USVP X⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	03/19/2014		C			1,649,919	⁽²⁾	⁽³⁾	Class A Common Stock	1,649,919	⁽¹⁾	0	I	Directly owned by USVP X⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	03/19/2014		C			489,752	⁽²⁾	⁽³⁾	Class A Common Stock	489,752	⁽¹⁾	0	I	Directly owned by USVP X⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	03/19/2014		C			4,170	⁽²⁾	⁽³⁾	Class A Common Stock	4,170	⁽¹⁾	0	I	Directly owned by AFF X⁽⁴⁾
Series A1 Preferred Stock	⁽¹⁾	03/19/2014		C			1,639	⁽²⁾	⁽³⁾	Class A Common Stock	1,639	⁽¹⁾	0	I	Directly owned by AFF X⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	03/19/2014		C			52,784	⁽²⁾	⁽³⁾	Class A Common Stock	52,784	⁽¹⁾	0	I	Directly owned by AFF X⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	03/19/2014		C			15,668	⁽²⁾	⁽³⁾	Class A Common Stock	15,668	⁽¹⁾	0	I	Directly owned by AFF X⁽⁴⁾

1. Name and Address of Reporting Person^*

Presidio Management Group X LLC

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

US VENTURE PARTNERS X LP

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

USVP X AFFILIATES LP

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FEDERMAN IRWIN

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KRAUSZ STEVEN M

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lewis Richard W.

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Matteucci Paul A

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ROOT JONATHAN D

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Tansey Casey M

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series A, Series A1, Series C and Series D Convertible Preferred Stock will automatically convert into Class A Common Stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering on March 13, 2014.

2. The securities are immediately convertible.

3. The expiration date is not relevant to the conversion of these securities.

4. The reported securities are owned directly by each of U.S. Venture Partners X, L.P. ("USVP X") and USVP X Affiliates Fund, L.P. ("AFF X") and together with USVP X and AFF X, the ("USVP X Funds"). Presidio Management Group X, LLC ("PMG X") is the general partner of each of USVP X and AFF X and may be deemed to have sole voting and dispositive power over the shares held by the USVP X Funds. PMG X and each of Irwin Federman, Steven M. Krausz, Richard W. Lewis, Paul A Matteucci, Jonathan D. Root and Casey M. Tansey, the managing members of PMG X, may be deemed to share voting and dispositive power over the reported shares. Such persons and entities disclaim beneficial ownership of shares held by the USVP X Funds, except to the extent of any proportionate pecuniary interest therein.

Remarks:

	Michael P. Maher - Attorney-in-fact for each reporting person	03/20/2014
	** 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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