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4//SEC Filing

Colella Giovanni M. 4

Accession 0001140361-17-032652

CIK 0001433714other
View on SEC.govCompany Profile

Filed

Aug 16, 8:00 PM ET

Accepted

Aug 17, 8:14 PM ET

Size

26.7 KB

Accession

0001140361-17-032652

Insider Transaction Report

Form 4
Period: 2017-08-15
CASTLIGHT HEALTH, INC.CSLT
Colella Giovanni M.
DirectorCEO and Co-Founder10% Owner
Transactions
  • Exercise/Conversion

    Class B Common Stock

    2017-08-15+9,187→ 88,093 total
  • Other

    Class B Common Stock

    2017-08-16+5,525→ 27,745 total(indirect: By Trust)
  • Conversion

    Class B Common Stock

    2017-08-16+26,400→ 54,145 total(indirect: By Trust)
  • Conversion

    Class A Common Stock

    2017-08-16−26,400→ 4,610,591 total(indirect: By Trust)
    Exercise: $0.00→ Class B Common Stock (26,400 underlying)
  • Other

    Class B Common Stock

    2017-08-16−5,525→ 78,906 total
  • Sale

    Class B Common Stock

    2017-08-16$3.91/sh−26,400$103,250→ 27,745 total(indirect: By Trust)
  • Exercise/Conversion

    Restricted Stock Units

    2017-08-15−9,187→ 64,313 total
    Exercise: $0.00→ Class B Common Stock (9,187 underlying)
  • Sale

    Class B Common Stock

    2017-08-16$3.90/sh−3,662$14,292→ 84,431 total
Holdings

  • Class A Common Stock

    (indirect: By Trust)
    Exercise: $0.00→ Class B Common Stock (106,443 underlying)
    106,443

  • Class A Common Stock

    (indirect: By Trust)
    Exercise: $0.00→ Class B Common Stock (160,443 underlying)
    160,443

  • Class A Common Stock

    (indirect: By Trust)
    Exercise: $0.00→ Class B Common Stock (509,638 underlying)
    509,638

  • Class A Common Stock

    (indirect: By Trust)
    Exercise: $0.00→ Class B Common Stock (509,638 underlying)
    509,638
Footnotes (13)
  • [F1]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.
  • [F10]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.
  • [F11]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.
  • [F12]Reporting Person serves as trustee and sole beneficiary.
  • [F13]Reporting Person's spouse serves as trustee and sole beneficiary.
  • [F2]Represents the aggregate of sales effected on the same day at different prices.
  • [F3]All of these shares were sold to cover taxes and fees due upon the release and settlement of the RSUs.
  • [F4]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.
  • [F5]Re-registration of shares in the name of the Reporting Person's living trust, effecting only a change in the form of beneficial ownership.
  • [F6]Reporting Person serves as a co-trustee.
  • [F7]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.
  • [F8]Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
  • [F9]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.

Documents

1 file

Issuer

CASTLIGHT HEALTH, INC.

CIK 0001433714

→
Entity typeother

Related Parties

1
  • filerCIK 0001601554

Filing Metadata

Form type
4
Filed
Aug 16, 8:00 PM ET
Accepted
Aug 17, 8:14 PM ET
Size
26.7 KB
View on SEC.gov