SEC Form 5 · accession 0001140361-17-006253
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
Period of report
Dec 31, 2016
Accepted (ET)
Feb 13, 2017 · 5:01 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common StockF3,F1,F2 | — | May 23, 2016 | G | 54,096 | D | — | — | Class B Common Stock | 54,096 | 4,350,753 | I |
| Class A Common StockF4,F1,F2 | — | holding | — | — | — | — | — | Class B Common Stock | 600,000 | 600,000 | I |
| Class A Common StockF4,F1,F2 | — | holding | — | — | — | — | — | Class B Common Stock | 250,000 | 250,000 | I |
| Class A Common StockF5,F1,F2 | — | holding | — | — | — | — | — | Class B Common Stock | 600,000 | 600,000 | I |
| Class A Common StockF5,F1,F2 | — | holding | — | — | — | — | — | Class B Common Stock | 250,000 | 250,000 | I |
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 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.
- F2Each 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.
- F3Reporting Person serves as a co-trustee.
- F4Reporting Person serves as trustee and sole beneficiary.
- F5Reporting Person's spouse serves as trustee and sole beneficiary.