SEC Form 4 · accession 0001140361-17-015054

CASTLIGHT HEALTH, INC. · CSLT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Received in exchange for 159,901 shares of Common Stock of Jiff, Inc. ("Jiff"), 2,741,525 shares of Jiff's Starter Stock, and 25,130 shares of Jiff's Series B Preferred Stock pursuant to the Agreement and Plan of Merger and Reorganization dated as of January 4, 2017 (the "Merger Agreement") by and among the Issuer, Neptune Acquisition Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Issuer ("Merger Sub"), Jiff and Fortis Advisors LLC, as the Stockholders' Agent ("Stockholders' Agent"). Pursuant to the Merger Agreement, on April 3, 2017 (the "Effective Time"), Merger Sub merged with and into Jiff with Jiff surviving the merger as a wholly owned subsidiary of Issuer (the "Merger"). At the Effective Time, the closing price of the Issuer's Class B Common Stock was $3.65 per share.
• F2Of the 1,443,452 shares issued as reported herein, 157,712 shares are currently being held in escrow for 12-months following the Merger to serve as partial security for certain indemnification obligations of Jiff stockholders pursuant to the Merger Agreement and 2,922 shares are being held in an expense fund, which will be used for the purposes of paying directly or reimbursing the Stockholders' Agent for out-of-pocket costs and expenses and legal fees incurred by the Stockholders' Agent in connection with the administration of its duties.
• F3The Merger Agreement provides that the former equityholders of Jiff (other than the holders of Jiff's Series A Preferred Stock) will receive additional shares of the Issuer's Class B Common Stock upon the achievement by the Jiff business of certain milestones in FY2017. The Reporting Person will receive additional shares of the Issuer's Class B Common Stock if the Jiff business achieves at least $25 million in revenue in FY2017 and if the Jiff business achieves at least $25 million in net new bookings during FY2017. The Reporting Person's right to receive additional shares subject to this earn-out right became fixed and irrevocable at the Effective Time. For more information on the earn-out, please refer to the Merger Agreement filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 4, 2017.
• F4These securities are owned directly by Ooga Labs LLC. The Reporting Person is a member of Ooga Labs LLC and as such, may be deemed to have voting and investment power with respect to these securities.
• F5Represents an award of restricted stock units ("RSUs"). The RSUs will vest over 3 years in 12 equal quarterly installments beginning on July 3, 2017 until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.