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

 

 

(a)           As of the date hereof, the Venrock Entities own the following shares:

 

		Class A Common Stock Held(1)		Class B Common Stock Held		Class B Common Stock Beneficially Owned(2)
Venrock Associates V, L.P.		14,047,522		1,133,948		20,783,255
Venrock Partners V, L.P.		1,190,996		96,139		20,783,255
Venrock Entrepreneurs Fund V, L.P.		330,053		26,643		20,783,255
Venrock Associates VI, L.P.				3,669,816		20,783,255
Venrock Partners VI, L.P.				288,138		20,783,255

 

(1)         Each share of Class A Common Stock is convertible, at any time at the option of the holder, into one share of Class B Common Stock.

 

(2)         Includes shares of Class A Common Stock on an as converted basis.

 

As the general partners of VA5, VEF5, VP5, VA6 and VP6, respectively, Venrock Management V, LLC, VEF Management V, LLC, Venrock Partners Management V, LLC, Venrock Management VI, LLC and Venrock Partners Management VI, LLC may be deemed to own beneficially all of the Class B Common Stock.

 

Each of the Venrock Entities, the Venrock GPs and the Listed Persons may be deemed to own beneficially 22.2% of the outstanding Class B Common Stock. The percentage of the class is determined in accordance with Rule 13d-3 under the Exchange Act, based on an estimated 78,106,127 shares of Class B Common Stock outstanding as of April 3, 2016, as set forth (i) in the Issuers annual report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on March 1, 2017 (the Form 10-K) that states that as of February 24, 2017, there were 51,106,127 shares of Class B Common Stock outstanding and (ii) approximately 27,000,000 shares of Class B Common Stock were issued in connection with the merger transaction described therein, subject to specified adjustments, as described in the Issuers current report on Form 8-K filed with SEC on April 3, 2017.  For purposes of calculating the Reporting Persons beneficial ownership percentage, only the 15,568,571 shares of Class A Common Stock held by the Reporting Persons as converted to Class B Common Stock are included. The 20,783,255 shares of Class B Common Stock beneficially owned by the Reporting Persons represent approximately 15.7% of the Issuers outstanding combined Common Stock as of April 3, 2017, based on a total of approximately 132,394,136 shares of Common Stock (including 54,288,009 shares of Class A Common Stock) outstanding as of February 24, 2017, as set forth in the Form 10-K, and represent approximately 25.9% of the combined voting power of the Issuers Common Stock.

 

(b)           Each of the Venrock Entities and Venrock GPs has sole power to vote or to direct the vote of no shares of Class B Common Stock, sole power to dispose or to direct the disposition of no shares of Class B Common Stock, shared power to vote or to direct the vote of 20,783,255 shares of Class B Common Stock and shared power to dispose or to direct the disposition of 20,349,930 shares of Class B Common Stock.

 

(c)           Except as reported herein, the reporting persons have not engaged in any transactions involving the securities of the Issuer in the last 60 days.

 

(d)           No other person is known by the Venrock Entities and the Venrock GPs to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class B Common Stock beneficially owned by the Venrock Entities and the Venrock GPs.

 

(e)           Not applicable.

 

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