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

 

 

3,965,979 shares of the Issuers Class B Common Stock in exchange for their equity interest in Jiff.  Of these 3,965,979 shares of Class B Common Stock, 433,325 shares are currently being held in escrow for 12 months following the Merger to serve as partial security for certain indemnification obligations of Jiff stockholders pursuant to the Merger Agreement (and the Venrock 6 Entities have the power to vote, but not dispose of, such shares while held in escrow), and 8,025 shares are being held in an expense fund, which will be used for the purposes of paying directly or reimbursing the Stockholders Agent for out-of-pocket costs and expenses and legal fees incurred by the Stockholders Agent in connection with the administration of its duties (the Venrock 6 Entities do not have the power to vote or dispose of such shares).  On April 3, 2017, at the closing of the Merger, the closing price of the Issuers Class B Common Stock was $3.65 per share.

 

Item 4. Purpose of Transaction

 

The Venrock Entities acquired the securities as part of the Merger described in Item 3 above and incorporated herein by reference.

 

Other than as described above, and except that the Venrock Entities, the Venrock GPs or any of their affiliates may, from time to time or at any time, subject to market conditions and other factors, purchase additional Class B Common Stock in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the Class B Common Stock now owned or hereafter acquired by them to one or more purchasers, as of the date of this Schedule 13D/A, none of the Venrock Entities, the Venrock GPs or, to the knowledge of the Venrock Entities and the Venrock GPs, the Listed Persons has any present plans which relate to or would result in:

 

(a)		the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)		an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)		a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d)		any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e)		any material change in the present capitalization or dividend policy of the Issuer;
(f)		any other material change in the Issuers business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
(g)		changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h)		causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i)		a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j)		any action similar to any of those enumerated above.

 

Bryan Roberts, a member of each of the Venrock GPs, is a member of the Board of Directors of the Issuer.

 

Item 5. Interest in Securities of the Issuer

 

The Venrock Entities and the Venrock GPs are members of a group for purposes of this Schedule 13D/A.

 

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