SEC Form 4 · accession 0001140361-18-009177
CASTLIGHT HEALTH, INC. · CSLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mangini Siobhan Nolan
Officer — CFO & Treasurer
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 7:00 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, 2018 | M | 625 | $0.00 | A | 92,547 | D | |
| Class B Common Stock | Feb 15, 2018 | M | 1,875 | $0.00 | A | 94,422 | D | |
| Class B Common StockF3 | Feb 16, 2018 | S | 1,011 | $3.7001 | D | 93,411 | D | |
| Class B Common Stock | Feb 16, 2018 | M | 2,500 | $0.00 | A | 95,911 | D | |
| Class B Common Stock | Feb 16, 2018 | M | 1,875 | $0.00 | A | 97,786 | D | |
| Class B Common Stock | Feb 16, 2018 | M | 15,625 | $0.00 | A | 113,411 | D | |
| Class B Common Stock | Feb 16, 2018 | M | 25,000 | $0.00 | A | 138,411 | D | |
| Class B Common Stock | Feb 17, 2018 | M | 578 | $0.00 | A | 138,989 | 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 UnitsF9,F10 | $0.00 | Feb 15, 2018 | A | 180,000 | A | — | — | Class B Common Stock | 180,000 | 180,000 | D |
| Restricted Stock UnitsF9,F11 | $0.00 | Feb 15, 2018 | A | 100,000 | A | — | — | Class B Common Stock | 100,000 | 100,000 | D |
| Restricted Stock UnitsF9,F12 | $0.00 | Feb 15, 2018 | M | 625 | D | — | — | Class B common stock | 625 | 2,500 | D |
| Restricted Stock UnitsF9,F13 | $0.00 | Feb 15, 2018 | M | 1,875 | D | — | — | Class B Common Stock | 1,875 | 11,250 | D |
| Restricted Stock UnitsF9,F14 | $0.00 | Feb 16, 2018 | M | 2,500 | D | — | — | Class B Common Stock | 2,500 | 17,500 | D |
| Restricted Stock UnitsF9,F15 | $0.00 | Feb 16, 2018 | M | 1,875 | D | — | — | Class B Common Stock | 1,875 | 15,000 | D |
| Restricted Stock UnitsF9,F16 | $0.00 | Feb 16, 2018 | M | 15,625 | D | — | — | Class B Common Stock | 15,625 | 156,250 | D |
| Restricted Stock UnitsF9,F17 | $0.00 | Feb 16, 2018 | M | 25,000 | D | — | — | Class B Common Stock | 25,000 | 75,000 | D |
| Restricted Stock UnitsF9,F18 | $0.00 | Feb 17, 2018 | M | 578 | D | — | — | Class B Common Stock | 578 | 1,735 | D |
Explanation of responses
- F1Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on May 15, 2015, the grant of which was previously reported by the Reporting Person on a Form 3.
- F10The RSUs will vest in equal quarterly installments over four years, beginning on May 16, 2018. 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.
- F1133.3% of the RSUs will vest on December 31, 2018, 33.3% of the RSUs will vest on December 31, 2019 and the remaining 33.3% of the RSUs will vest on December 31, 2020. 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.
- F1225% of the RSUs vested on February 15, 2016 and the remainder will vest quarterly over three years 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.
- F1325% of the RSUs vested on August 15, 2016 and the remainder will vest quarterly over three years 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.
- F1425% of the RSUs vested on November 16, 2016 and the remainder vest quarterly over three years 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.
- F1525% of the RSUs vested on February 16, 2017 and the remainder will vest quarterly over three years 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.
- F1625% of the RSUs vested on August 16, 2017 and the remainder will vest quarterly over three years 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.
- F1725% of the RSUs vested on November 17, 2015 and the remainder will vest quarterly over three years 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.
- F1825% of the RSUs will vest on February 16, 2018 and the remainder will vest quarterly over three years 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.
- F2Release and settlement of RSUs granted to the Reporting Person on August 17, 2015, 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 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.
- F4Release and settlement of RSUs granted to the Reporting Person on November 16, 2015, the grant of which was previously reported by the Reporting Person on a Form 3.
- F5Release 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 3.
- F6Release and settlement of RSUs granted to the Reporting Person on July 8, 2016, the grant of which was previously reported by the Reporting Person on a Form 4.
- F7Release 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.
- F8Release and settlement of RSUs granted to the Reporting Person on March 7, 2017, the grant of which was previously reported by the Reporting Person on a Form 4.
- F9Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.