SEC Form 4 · accession 0001140361-17-031176
CASTLIGHT HEALTH, INC. · CSLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Giovanni M. Colella
Director · 10% Owner · Other
Period of report
Aug 8, 2017
Accepted (ET)
Aug 10, 2017 · 5:48 pm EDT
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 StockF1 | Aug 8, 2017 | C | 21,600 | $0.00 | A | 43,820 | I | By living trust |
| Class B Common StockF2,F3,F1 | Aug 8, 2017 | S | 21,600 | $4.06 | D | 22,220 | I | By living trust |
| Class B Common StockF1 | Aug 9, 2017 | C | 1,400 | $0.00 | A | 23,620 | I | By living trust |
| Class B Common StockF1 | Aug 9, 2017 | S | 1,400 | $4.00 | D | 22,220 | I | By living trust |
| Class B Common Stock | holding | — | — | — | 78,906 | D |
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 StockF1,F4,F5 | $0.00 | Aug 8, 2017 | C | 21,600 | D | — | — | Class B Common Stock | 21,600 | 4,688,991 | I |
| Class A Common StockF1,F4,F5 | $0.00 | Aug 9, 2017 | C | 1,400 | D | — | — | Class B Common Stock | 1,400 | 4,687,591 | I |
| Class A Common StockF6,F4,F5 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 509,638 | 509,638 | I |
| Class A Common StockF6,F4,F5 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 160,443 | 160,443 | I |
| Class A Common StockF7,F4,F5 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 509,638 | 509,638 | I |
| Class A Common StockF7,F4,F5 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 160,443 | 160,443 | I |
Explanation of responses
- F1Reporting Person serves as a co-trustee.
- F2Represents the aggregate of sales effected on the same day at different prices.
- F3Represents the weighted average sales price per share. The shares sold at prices ranging from $4.00 to $4.20 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.
- F4Each 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.
- F5Each 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.
- F6Reporting Person serves as trustee and sole beneficiary.
- F7Reporting Person's spouse serves as trustee and sole beneficiary.