4//SEC Filing
Bondurant William 4
Accession 0001209191-22-011144
CIK 0001433714other
Filed
Feb 17, 7:00 PM ET
Accepted
Feb 18, 2:03 PM ET
Size
39.5 KB
Accession
0001209191-22-011144
Insider Transaction Report
Form 4
Bondurant William
Chief Financial Officer
Transactions
- Disposition to Issuer
Restricted Stock Units (RSU)
2022-02-17−9,375→ 0 total→ Class B Common Stock (9,375 underlying) - Disposition to Issuer
Restricted Stock Units (RSU)
2022-02-17−14,063→ 0 total→ Class B Common Stock (14,063 underlying) - Disposition to Issuer
Restricted Stock Units (RSU)
2022-02-17−168,750→ 0 total→ Class B Common Stock (168,750 underlying) - Disposition to Issuer
Employee Stock Option (right to buy
2022-02-17−10,000→ 0 totalExercise: $3.22Exp: 2029-02-13→ Class B Common Stock (10,000 underlying) - Disposition to Issuer
Class B Common Stock
2022-02-17−355,661→ 0 total - Disposition to Issuer
Restricted Stock Units (RSU)
2022-02-17−140,846→ 0 total→ Class B Common Stock (140,846 underlying) - Disposition to Issuer
Restricted Stock Units (RSU)
2022-02-17−208,407→ 0 total→ Class B Common Stock (208,407 underlying) - Disposition to Issuer
Restricted Stock Units (RSU)
2022-02-17−64,125→ 0 total→ Class B Common Stock (64,125 underlying) - Disposition to Issuer
Employee Stock Option (right to buy
2022-02-17−5,757→ 0 totalExercise: $2.35Exp: 2023-10-24→ Class A Common Stock (5,757 underlying) - Award
Restricted Stock Units (RSU)
2022-01-12+64,125→ 64,125 total→ Class B Common Stock (64,125 underlying) - Disposition to Issuer
Restricted Stock Units (RSU)
2022-02-17−3,750→ 0 total→ Class B Common Stock (3,750 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2022-02-17−1,750→ 0 totalExercise: $1.29Exp: 2023-07-23→ Class A Common Stock (1,750 underlying) - Disposition to Issuer
Employee Stock Option (right to buy
2022-02-17−25,500→ 0 totalExercise: $2.99Exp: 2026-02-23→ Class B Common Stock (25,500 underlying) - Disposition to Issuer
Employee Stock Option (right to buy
2022-02-17−256,520→ 0 totalExercise: $1.42Exp: 2029-11-16→ Class B Common Stock (256,520 underlying)
Footnotes (18)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 4, 2022, by and among the Issuer, Vera Whole Health, Inc. ("Vera Health"), and Carbon Merger Sub, Inc. (the "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger (the "Surviving Corporation"), as a wholly owned subsidiary of Vera Health, effective as of February 17, 2022 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's Class A common stock and Class B common stock was exchanged for $2.05 in cash (the "Merger Consideration") at the Effective Time.
- [F10]The option is fully vested and exercisable.
- [F11]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, to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Restated Certificate of Incorporation in effect immediately prior to the Effective Time. The shares of Class A Common Stock have no expiration date.
- [F12]Each share of Class A Common Stock converted into one (1) share of Class B Common Stock at the Effective Time.
- [F13]Pursuant to the Merger Agreement, the option was cancelled and converted at or immediately prior to the Effective Time into a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option.
- [F14]The option exercise price is equal to or exceeds the Merger Consideration and therefore the option was automatically cancelled without consideration immediately prior to the Effective Time.
- [F15]The option vested as to 1/12th of the total number of shares on May 16, 2019, and thereafter vests in equal quarterly installments, subject to the continuing service of the Reporting Person on each vesting date.
- [F16]The option vested as to 1/16th of the total number of shares on February 16, 2020, and thereafter vests 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.
- [F17]Pursuant to the Merger Agreement, to the extent vested, the option was cancelled and converted at or immediately prior to the Effective Time into the right to receive a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option. To the extent unvested, the option was cancelled and converted at or immediately prior to the Effective Time into the right to receive a cash replacement amount equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price (the "Option Consideration"). [Continued in fn (18)]
- [F18][Continuation of fn (17)] The payment of the Option Consideration will be subject to vesting in accordance with the vesting schedule applicable to the unvested portion of the option immediately prior to the Effective Time, subject to the Reporting Person remaining employed by or otherwise in service to the Surviving Corporation on each applicable vesting date.
- [F2]Each RSU represents a contingent right to receive one (1) share of the Class B Common Stock upon settlement for no consideration.
- [F3]1/3 of the RSUs vested on February 16, 2022 and the remainder will vest quarterly over two years in equal installments, subject to the continuing service of the Reporting Person on each vesting date.
- [F4]1/16th of the RSUs vested on November 16, 2018, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.
- [F5]Pursuant to the Merger Agreement, any RSUs that were unvested at the Effective Time were cancelled and converted at or immediately prior to the Effective Time into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration multiplied by (b) the total number of unvested shares subject to the RSUs (the "RSU Consideration"). The payment of the RSU Consideration will be subject to vesting in accordance with the vesting schedule applicable to such unvested RSUs immediately prior to Effective Time, subject to the Reporting Person remaining employed by or otherwise in service to the Surviving Corporation on each applicable vesting date.
- [F6]1/16th of the RSUs vested on May 16, 2019, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.
- [F7]1/16th of the RSUs vested on February 16, 2020, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.
- [F8]1/16th of the RSUs vested on May 16, 2020, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.
- [F9]1/16th of the RSUs vested on May 16, 2021, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.
Documents
Issuer
CASTLIGHT HEALTH, INC.
CIK 0001433714
Entity typeother
Related Parties
1- filerCIK 0001792295
Filing Metadata
- Form type
- 4
- Filed
- Feb 17, 7:00 PM ET
- Accepted
- Feb 18, 2:03 PM ET
- Size
- 39.5 KB