13D Filing: Venrock Associates Vi, L.p. and Castlight Health Inc. (NYSE:CSLT)

 

 

This Schedule 13D/A is being filed by the Venrock Entities (as defined below) and the Venrock GPs (as defined below) to report the acquisition of Class B Common Stock, as described in Item 3 below.

 

Item 1. Security and Issuer

 

The class of equity securities to which this statement relates is Class B Common Stock, par value $0.0001 per share (the Class B Common Stock), of Castlight Health, Inc., a Delaware corporation (the Issuer or Castlight). The principal executive offices of the Issuer are located at 121 Spear Street, Suite 300, San Francisco, CA 94105.

 

Item 2. Identity and Background

 

(a)		This Schedule 13D is filed by Venrock Associates V, L.P. (VA5), Venrock Entrepreneurs Fund V, L.P. (VEF5), Venrock Partners V, L.P. (VP5), Venrock Associates VI, L.P. (VA6) and Venrock Partners VI, L.P. (VP6) (together, the Venrock Entities) and the general partner of each Venrock Entity, respectively, Venrock Management V, LLC, VEF Management V, LLC, Venrock Partners Management V, LLC, Venrock Management VI, LLC and Venrock Partners Management VI, LLC (the Venrock GPs).
(b)		The address of the principal place of business of each of the Venrock Entities and Venrock GPs is 3340 Hillview Avenue, Palo Alto, California 94304.
(c)		The principal business of each of the Venrock Entities and Venrock GPs is a venture capital investment business.
(d)		During the last five years, none of the Venrock Entities, Venrock GPs or, to the knowledge of the Venrock Entities and Venrock GPs, any of the persons listed on Schedule 1 hereto (the Listed Persons) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)		During the last five years, none of the Venrock Entities, Venrock GPs or, to the knowledge of the Venrock Entities and Venrock GPs, the Listed Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Venrock Entity, Venrock GP or Listed Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)		Each of the Venrock Entities is a Delaware limited partnership and each of the Venrock GPs is a Delaware limited liability company.

 

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning each person controlling the general partners of the Venrock Entities required by Item 2 of Schedule 13D is listed on Schedule 1 hereto (i.e., the Listed Persons) and is incorporated by reference herein.

 

Item 3. Source and Amount of Funds or Other Consideration

 

As of the date hereof, the Venrock Entities may be deemed to beneficially own an aggregate of 20,783,255 shares of Class B Common Stock, as detailed below.

 

On January 4, 2017, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) with Neptune Acquisition Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer (Merger Sub), Jiff, Inc., a Delaware corporation (Jiff) and Fortis Advisors LLC, as the Stockholders Agent, pursuant to which Merger Sub merged with and into Jiff with Jiff surviving the merger as a wholly owned subsidiary of the Issuer (the Merger).  On April 3, 2017, the Issuer completed the Merger.

 

Prior to the Merger, VA5, VEF5 and VP5 (the Venrock 5 Entities) were the holders of an aggregate of 15,568,571 shares of Class A Common Stock and 1,256,730 shares of Class B Common Stock of the Issuer.  Also prior to the Merger, VA6 and VP6 (the Venrock 6 Entities) were the holders of an aggregate of 6,500,000 shares of Series B Preferred Stock and 1,540,910 shares of Series C Preferred Stock of Jiff.  As consideration in the Merger, the Venrock 6 Entities received an aggregate of

 

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