4//SEC Filing
Chan M.P. Eric 4
Accession 0001209191-22-011145
CIK 0001433714other
Filed
Feb 17, 7:00 PM ET
Accepted
Feb 18, 2:04 PM ET
Size
21.1 KB
Accession
0001209191-22-011145
Insider Transaction Report
Form 4
Chan M.P. Eric
Chief Accounting Officer
Transactions
- Disposition to Issuer
Class B Common Stock
2022-02-17−126,058→ 0 total - Disposition to Issuer
Restricted Stock Units (RSU)
2022-02-17−1,555→ 0 total→ Class B Common Stock (1,555 underlying) - 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)
2022-02-17−56,250→ 0 total→ Class B Common Stock (56,250 underlying) - Disposition to Issuer
Restricted Stock Units (RSU)
2022-02-17−81,250→ 0 total→ Class B Common Stock (81,250 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2022-02-17−8,000→ 0 totalExercise: $3.60Exp: 2028-02-14→ Class B Common Stock (8,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2022-02-17−10,000→ 0 totalExercise: $3.22Exp: 2029-02-12→ Class B Common Stock (10,000 underlying)
Footnotes (10)
- [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 vests in equal quarterly installments over four years beginning on May 16, 2019, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person.
- [F2]Each RSU represents a contingent right to receive one (1) share of the Class B Common Stock upon settlement for no consideration.
- [F3]1/16th of the RSUs vested on May 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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]The option vests in equal quarterly installments over four years beginning on May 16, 2018, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person.
- [F9]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.
Documents
Issuer
CASTLIGHT HEALTH, INC.
CIK 0001433714
Entity typeother
Related Parties
1- filerCIK 0001717376
Filing Metadata
- Form type
- 4
- Filed
- Feb 17, 7:00 PM ET
- Accepted
- Feb 18, 2:04 PM ET
- Size
- 21.1 KB