SEC Form 4 · accession 0001140361-17-008215
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
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 8:30 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 | Feb 15, 2017 | M | 9,187 | $0.00 | A | 37,617 | D | |
| Class B Common StockF2,F3 | Feb 16, 2017 | S | 3,751 | $3.5553 | D | 33,866 | D | |
| Class B Common Stock | Feb 16, 2017 | M | 76,250 | $0.00 | A | 110,116 | D | |
| Class B Common StockF2,F5 | Feb 17, 2017 | S | 31,210 | $3.7161 | D | 78,906 | D | |
| Class B Common StockF6 | holding | — | — | — | 5,426 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F8 | $0.00 | Feb 15, 2017 | M | 9,187 | D | — | — | Class B Common Stock | 9,187 | 82,688 | D |
| Restricted Stock UnitsF7,F9 | $0.00 | Feb 16, 2017 | M | 76,250 | D | — | — | Class B Common Stock | 76,250 | 228,750 | D |
Explanation of responses
- F1Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on June 17, 2015, the grant of which was previously reported by the Reporting Person on a Form 4.
- F2Represents the aggregate number of shares sold by the Reporting Person on the same day at different prices. All of these shares were sold to cover taxes and fees due upon the release and settlement of the RSU's. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes and fees.
- F3Represents the weighted average sales price per share. The shares sold at prices ranging from $3.475 to $3.625 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.
- F4Release and settlement of RSUs granted to the Reporting Person on February 26, 2016, the grant of which was previously reported by the Reporting Person on a Form 4.
- F5Represents the weighted average sales price per share. The shares sold at prices ranging from $3.55 to $3.825 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.
- F6Reporting Person serves as a co-trustee.
- F7Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
- F8The RSUs vest over 4 years as follows: 25% of the RSUs vested 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.
- F9The RSUs vest over 4 years as follows: 25% of the RSUs vested on February 16, 2017 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, at which time shares will be sold by the Reporting Person to cover any tax withholding obligations.