SEC Form 4 · accession 0001131096-15-000117
CASTLIGHT HEALTH, INC. · CSLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ATHENAHEALTH INC
10% Owner
Period of report
May 28, 2015
Accepted (ET)
Jun 1, 2015 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433714
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | May 28, 2015 | C | 43,201 | $0.00 | A | 43,201 | D | |
| Class B Common StockF2,F3 | May 28, 2015 | S | 43,201 | $8.89 | D | 0 | D | |
| Class B Common StockF1 | May 29, 2015 | C | 48,200 | $0.00 | A | 48,200 | D | |
| Class B Common StockF2,F4 | May 29, 2015 | S | 48,200 | $8.75 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F5 | $0.00 | May 28, 2015 | C | 43,201 | D | — | — | Class B Common Stock | 43,201 | 3,452,294 | D |
| Class A Common StockF1,F5 | $0.00 | May 29, 2015 | C | 48,200 | D | — | — | Class B Common Stock | 48,200 | 3,404,094 | D |
Explanation of responses
- F1Each 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 Issuer's initial public offering to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Restated Certificate of Incorporation.
- F2The sales reported on this Form 4 were made pursuant to a written trading plan adopted by the Reporting Person on February 27, 2015, in accordance with Rule 10b5-1.
- F3This price represents the weighted average of sales ranging from $8.77 to $9.09. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F4This price represents the weighted average of sales ranging from $8.61 to $8.91. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F5Each share of 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.