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Filing Details

Accession Number:: 0001140361-17-032652
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-08-17 20:14:28
Reporting Period:: 2017-08-15

Filing Date:: 2017-08-17
Accepted Time:: 2017-08-17 20:14:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1433714	Castlight Health Inc.	CSLT	Services-Computer Processing & Data Preparation (7374)	261989091

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1601554	M. Giovanni Colella	C/O Castlight Health, Inc. 150 Spear St., Suite 400 San Francisco CA 94105		Yes	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Acquisiton	2017-08-15	9,187	$0.00	88,093	No	4	M	Direct
Class B Common Stock	Disposition	2017-08-16	3,662	$3.90	84,431	No	4	S	Direct
Class B Common Stock	Disposition	2017-08-16	5,525	$0.00	78,906	No	5	J	Direct
Class B Common Stock	Acquisiton	2017-08-16	5,525	$0.00	27,745	No	5	J	Indirect	By living trust
Class B Common Stock	Acquisiton	2017-08-16	26,400	$0.00	54,145	No	4	C	Indirect	By living trust
Class B Common Stock	Disposition	2017-08-16	26,400	$3.91	27,745	No	4	S	Indirect	By living trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct
No	5	J	Direct
No	5	J	Indirect	By living trust
No	4	C	Indirect	By living trust
No	4	S	Indirect	By living trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Restricted Stock Units	Disposition	2017-08-15	9,187	$0.00	9,187	$0.00
Class B Common Stock	Class A Common Stock	Disposition	2017-08-16	26,400	$0.00	26,400	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
64,313			No	4	M	Direct
4,610,591			No	4	C	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class B Common Stock	Class A Common Stock	$0.00	509,638	509,638	Indirect
Class B Common Stock	Class A Common Stock	$0.00	160,443	160,443	Indirect
Class B Common Stock	Class A Common Stock	$0.00	509,638	509,638	Indirect
Class B Common Stock	Class A Common Stock	$0.00	106,443	106,443	Indirect

Amount	Remaning Holdings	Nature of Ownership
509,638	509,638	Indirect
160,443	160,443	Indirect
509,638	509,638	Indirect
106,443	106,443	Indirect

Footnotes

Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on June 17, 2015, the grant of which was previously reported by the Reporting Person on a Form 4.
Represents the aggregate of sales effected on the same day at different prices.
All of these shares were sold to cover taxes and fees due upon the release and settlement of the RSUs.
Represents the weighted average sales price per share. The shares sold at prices ranging from $3.85 to $3.95 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
Re-registration of shares in the name of the Reporting Person's living trust, effecting only a change in the form of beneficial ownership.
Reporting Person serves as a co-trustee.
Represents the weighted average sales price per share. The shares sold at prices ranging from $3.85 to $4.05 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
The RSUs vest over 4 years as follows: 25% of the RSUs vested on May 15, 2016 and the remainder will vest on each quarterly anniversary thereafter in equal installments. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.
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, each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the 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 Issuer's Restated Certificate of Incorporation in effect as of the date hereof. The shares of Class A Common Stock have no expiration date.
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 is less than 15,340,384 shares, (b) March 19, 2024, 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.
Reporting Person serves as trustee and sole beneficiary.
Reporting Person's spouse serves as trustee and sole beneficiary.