0001391289-14-000002.txt : 20140313 0001391289-14-000002.hdr.sgml : 20140313 20140313174030 ACCESSION NUMBER: 0001391289-14-000002 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140313 FILED AS OF DATE: 20140313 DATE AS OF CHANGE: 20140313 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLIGHT HEALTH, INC. CENTRAL INDEX KEY: 0001433714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 685 MARKET STREET STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-671-4683 MAIL ADDRESS: STREET 1: 685 MARKET STREET STREET 2: SUITE 300 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venrock Partners Management V, LLC CENTRAL INDEX KEY: 0001444117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 14692058 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venrock Management V, LLC CENTRAL INDEX KEY: 0001444116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 14692059 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEF Management V, LLC CENTRAL INDEX KEY: 0001444112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 14692060 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venrock Entrepreneurs Fund V, L.P. CENTRAL INDEX KEY: 0001444114 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 14692061 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VENROCK PARTNERS V L P CENTRAL INDEX KEY: 0001395760 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 14692062 BUSINESS ADDRESS: STREET 1: 2494 SAN HILL RD SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-561-9580 MAIL ADDRESS: STREET 1: 2494 SAN HILL RD SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VENROCK ASSOCIATES V LP CENTRAL INDEX KEY: 0001391289 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 14692063 BUSINESS ADDRESS: STREET 1: 2494 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6505619580 MAIL ADDRESS: STREET 1: 2494 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2014-03-13 0 0001433714 CASTLIGHT HEALTH, INC. CSLT 0001391289 VENROCK ASSOCIATES V LP C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001395760 VENROCK PARTNERS V L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001444114 Venrock Entrepreneurs Fund V, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001444116 Venrock Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001444117 Venrock Partners Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001444112 VEF Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 Class A Common Stock 0 Class B Common Stock 186015 I By Funds Series A Convertible Preferred Stock 0 Class A Common Stock 3906730 I By Funds Series A-1 Convertible Preferred Stock 0 Class A Common Stock 6630686 I By Funds Series B Convertible Preferred Stock 0 Class A Common Stock 3617117 I By Funds Series C Convertible Preferred Stock 0 Class A Common Stock 924373 I By Funds Series D Convertible Preferred Stock 0 Class A Common Stock 303650 I By Funds 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, pursuant to the Issuer's Restated Certificate of Incorporation (the "Post-Effective Certificate") that will be effective upon the consummation of the Issuer's initial public offering of its Class B Common Stock (the "IPO"), each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon any 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 Post-Effective Certificate. The shares of Class A Common Stock have no expiration date. Pursuant to the Post-Effective Certificate, 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 falls below twenty percent of the number of shares of Class A Common Stock outstanding as of the closing of the IPO, (b) the ten year anniversary of the closing of the IPO, 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. Venrock Associates V, L.P. ("VA5") holds an aggregate of 167,841 shares, Venrock Partners V, L.P. ("VP5") holds an aggregate of 14,230 shares and Venrock Entrepreneurs Fund V, L.P. ("VEF5") holds an aggregate of 3,944 shares. Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (collectively, the "Venrock GP Entities") are the sole general partners of VA5, VEF5 and VP5 (collectively, the "Funds"), respectively, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein. Each share of Convertible Preferred Stock will be automatically converted into one (1) share of Class A Common Stock immediately prior to the consummation of the IPO, and has no expiration date. VA5 holds an aggregate of 3,525,043 shares, VP5 holds an aggregate of 298,865 shares and VEF5 holds an aggregate of 82,822 shares. The Venrock GP Entities are the sole general partners of the Funds, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein. VA5 holds an aggregate of 5,982,868 shares, VP5 holds an aggregate of 507,247 shares and VEF5 holds an aggregate of 140,571 shares. The Venrock GP Entities are the sole general partners of the Funds, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein. VA5 holds an aggregate of 3,263,725 shares, VP5 holds an aggregate of 276,710 shares and VEF5 holds an aggregate of 76,682 shares. The Venrock GP Entities are the sole general partners of the Funds, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein. VA5 holds an aggregate of 834,062 shares, VP5 holds an aggregate of 70,714 shares and VEF5 holds an aggregate of 19,597 shares. The Venrock GP Entities are the sole general partners of the Funds, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein. VA5 holds an aggregate of 273,983 shares, VP5 holds an aggregate of 23,230 shares and VEF5 holds an aggregate of 6,437 shares. The Venrock GP Entities are the sole general partners of the Funds, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein. /s/ David L. Stepp, authorized signatory 2014-03-13