SEC Form 4 · accession 0001140361-17-008434
CASTLIGHT HEALTH, INC. · CSLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John McCracken
Officer — Chief Revenue Officer
Period of report
Feb 16, 2017
Accepted (ET)
Feb 21, 2017 · 8:17 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 16, 2017 | M | 31,250 | $0.00 | A | 31,250 | D | |
| Class B Common Stock | Feb 17, 2017 | M | 20,000 | $0.00 | A | 51,250 | D | |
| Class B Common StockF3,F4 | Feb 17, 2017 | S | 8,965 | $3.7131 | D | 42,285 | D | |
| Class B Common StockF3,F5 | Feb 21, 2017 | S | 5,794 | $3.4714 | D | 36,491 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7 | $0.00 | Feb 16, 2017 | M | 31,250 | D | — | — | Class B Common Stock | 31,250 | 93,750 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Feb 17, 2017 | M | 20,000 | D | — | — | Class B Common Stock | 20,000 | 220,000 | D |
Explanation of responses
- F1Release and settlement of restricted stock units ("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.
- F2Release and settlement of RSUs granted to the Reporting Person on November 17, 2014, the grant of which was previously reported by the Reporting Person on a Form 3.
- F3Represents 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.
- F4Represents the weighted average sales price per share. The shares sold at prices ranging from $3.55 to $3.80 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.
- F5Represents the weighted average sales price per share. The shares sold at prices ranging from $3.45 to $3.60 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.
- F6Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
- F7The 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.
- F8The RSUs vest over 5 years as follows: 20% of the RSUs vested on November 17, 2015. Thereafter, the shares vest in 16 quarterly installments each consisting of 5% of the shares subject to the RSU until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.