SEC Form 4 · accession 0001140361-15-000631
CASTLIGHT HEALTH, INC. · CSLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Giovanni M. Colella
Officer — CEO and Co-Founder · Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 8:41 pm EST
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 Stock | Dec 31, 2014 | C | 10,800 | $0.00 | A | 10,800 | D | |
| Class B Common StockF2 | Dec 31, 2014 | C | 16,674 | $0.00 | A | 16,674 | I | By living trust |
| Class B Common StockF3,F4 | Dec 31, 2014 | S | 10,800 | $12.0271 | D | 0 | D | |
| Class B Common StockF3,F4,F2 | Dec 31, 2014 | S | 16,674 | $12.0271 | D | 0 | I | By living trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6,F7,F5 | $1.12 | Dec 31, 2014 | M | 10,800 | D | — | Apr 8, 2023 | Class A Common Stock | 10,800 | 0 | D |
| Class A Common StockF6,F7 | $0.00 | Dec 31, 2014 | M | 10,800 | A | — | — | Class B Common Stock | 10,800 | 10,800 | D |
| Class A Common StockF6,F7 | $0.00 | Dec 31, 2014 | C | 10,800 | D | — | — | Class B Common Stock | 10,800 | 0 | D |
| Class A Common StockF2,F6,F7 | $0.00 | Dec 31, 2014 | C | 16,674 | D | — | — | Class B Common Stock | 16,674 | 4,404,849 | I |
| Class A Common StockF8,F6,F7 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 600,000 | 600,000 | I |
| Class A Common StockF8,F6,F7 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 250,000 | 250,000 | I |
| Class A Common StockF9,F6,F7 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 600,000 | 600,000 | I |
| Class A Common StockF9,F6,F7 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 250,000 | 250,000 | I |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 1, 2014.
- F2Reporting Person serves as a co-trustee.
- F3Represents the aggregate of sales effected on the same day at different prices.
- F4Represents the weighted average sales price per share of a total of 27,474 shares sold. The shares sold at prices ranging from $12.00 to $12.14 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.
- F5The stock option has fully vested and is immediately exercisable.
- F6Each 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.
- F7Each 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.
- F8Reporting Person serves as trustee and sole beneficiary.
- F9Reporting Person's spouse serves as trustee and sole beneficiary.