4//SEC Filing
Park Ed 4
Accession 0001209191-22-011150
CIK 0001433714other
Filed
Feb 17, 7:00 PM ET
Accepted
Feb 18, 2:10 PM ET
Size
10.9 KB
Accession
0001209191-22-011150
Insider Transaction Report
Form 4
Park Ed
Director
Transactions
- Disposition to Issuer
Director Stock Option (right to buy)
2022-02-17−50,000→ 0 totalExercise: $15.03Exp: 2024-05-14→ Class B Common Stock (50,000 underlying) - Disposition to Issuer
Class B Common Stock
2022-02-17−405,184→ 0 total - Disposition to Issuer
Class A Common Stock
2022-02-17−28,571→ 0 total→ Class B Common Stock (28,571 underlying)
Footnotes (5)
- [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 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.
- [F2]The option is fully vested and exercisable.
- [F3]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.
- [F4]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 immediately prior to the Effective Time. The shares of Class A Common Stock have no expiration date.
- [F5]Each share of Class A Common Stock converted into one (1) share of Class B Common Stock at the Effective Time.
Documents
Issuer
CASTLIGHT HEALTH, INC.
CIK 0001433714
Entity typeother
Related Parties
1- filerCIK 0001496188
Filing Metadata
- Form type
- 4
- Filed
- Feb 17, 7:00 PM ET
- Accepted
- Feb 18, 2:10 PM ET
- Size
- 10.9 KB