SEC Form 4 · accession 0001140361-17-032746
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 16, 2017
Accepted (ET)
Aug 18, 2017 · 6:33 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 Stock | Aug 16, 2017 | M | 19,063 | $0.00 | A | 97,969 | D | |
| Class B Common Stock | Aug 17, 2017 | J | 19,063 | $0.00 | D | 78,906 | D | |
| Class B Common StockF3 | Aug 17, 2017 | J | 19,063 | $0.00 | A | 46,808 | I | By living trust |
| Class B Common StockF4,F5,F6,F3 | Aug 17, 2017 | S | 8,100 | $3.6673 | D | 38,708 | 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 | Aug 16, 2017 | M | 19,063 | D | — | — | Class B Common Stock | 19,063 | 190,625 | 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.
- F2Re-registration of shares in the name of the Reporting Person's living trust, effecting only a change in the form of beneficial ownership.
- F3Reporting Person serves as a co-trustee.
- F4Represents the aggregate of sales effected on the same day at different prices.
- F5All of these shares were sold to cover taxes and fees due upon the release and settlement of the RSUs.
- F6Represents the weighted average sales price per share. The shares sold at prices ranging from $3.50 to $3.875 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.
- 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 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.