SEC Form 4 · accession 0001140361-15-024976
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
Jun 17, 2015
Accepted (ET)
Jun 19, 2015 · 6:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433714
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | $0.00 | Jun 17, 2015 | A | 147,000 | A | — | — | Class B Common Stock | 147,000 | 147,000 | D |
| Class A Common StockF5,F3,F4 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 596,716 | 5,001,565 | I |
| Class A Common StockF6,F3,F4 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 389,394 | 389,394 | I |
| Class A Common StockF6,F3,F4 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 162,248 | 162,248 | I |
| Class A Common StockF7,F3,F4 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 389,394 | 389,394 | I |
| Class A Common StockF7,F3,F4 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 162,248 | 162,248 | I |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
- F2The RSUs will vest over 4 years as follows: 25% of the RSUs will vest on May 15, 2016 and the remainder will vest on each quarterly anniversary thereafter in equal installments. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.
- F3Each 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.
- F4Each 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.
- F5Reporting Person serves as a co-trustee.
- F6Reporting Person serves as trustee and sole beneficiary.
- F7Reporting Person's spouse serves as trustee and sole beneficiary.