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

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

As consideration in the Merger, the Venrock 6 Entities received an aggregate of 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).

 

Item 7. Material to be Filed as Exhibits

 

A.		Agreement and Plan of Merger and Reorganization (Incorporated by reference to Exhibit 2.1 of the Issuers Current Report on Form 8-K (SEC File No. 001-36330), filed with the Securities and Exchange Commission on January 4, 2017).
B.		Agreement regarding filing of joint Schedule 13D/A.

 

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