SEC Form 4 · accession 0001567619-18-006702
CASTLIGHT HEALTH, INC. · CSLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Maeve O'Meara
Officer — EVP,Product&CustomerExperience
Period of report
Nov 15, 2018
Accepted (ET)
Nov 19, 2018 · 7:10 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 | Nov 15, 2018 | M | 9,000 | $0.00 | A | 90,920 | D | |
| Class B Common StockF2,F3 | Nov 16, 2018 | S | 3,134 | $2.842 | D | 87,786 | D | |
| Class B Common Stock | Nov 16, 2018 | M | 3,563 | $0.00 | A | 91,349 | D | |
| Class B Common Stock | Nov 16, 2018 | M | 312 | $0.00 | A | 91,661 | D | |
| Class B Common Stock | Nov 16, 2018 | M | 23,438 | $0.00 | A | 115,099 | D | |
| Class B Common Stock | Nov 16, 2018 | M | 3,125 | $0.00 | A | 118,224 | D | |
| Class B Common Stock | Nov 16, 2018 | M | 12,500 | $0.00 | A | 130,724 | D | |
| Class B Common Stock | Nov 16, 2018 | M | 12,500 | $0.00 | A | 143,224 | 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 UnitsF10,F11 | $0.00 | Nov 15, 2018 | M | 9,000 | D | — | — | Class B Common Stock | 9,000 | 9,000 | D |
| Restricted Stock UnitsF10,F12 | $0.00 | Nov 16, 2018 | M | 3,563 | D | — | — | Class B Common Stock | 3,563 | 14,250 | D |
| Restricted Stock UnitsF10,F13 | $0.00 | Nov 16, 2018 | M | 312 | D | — | — | Class B Common Stock | 312 | 1,563 | D |
| Restricted Stock UnitsF10,F14 | $0.00 | Nov 16, 2018 | M | 23,438 | D | — | — | Class B Common Stock | 23,438 | 46,875 | D |
| Restricted Stock UnitsF10,F15 | $0.00 | Nov 16, 2018 | M | 3,125 | D | — | — | Class B Common Stock | 3,125 | 28,125 | D |
| Restricted Stock UnitsF10,F16 | $0.00 | Nov 16, 2018 | M | 12,500 | D | — | — | Class B Common Stock | 12,500 | 162,500 | D |
| Restricted Stock UnitsF10,F17 | $0.00 | Nov 16, 2018 | M | 12,500 | D | — | — | Class B Common Stock | 12,500 | 175,000 | 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.
- F10Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
- F1125% 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.
- F12The RSUs vest over 5 years as follows: 25% of the restricted stock units ("RSUs") vested on November 16, 2016. Thereafter, the shares vest in 12 quarterly installments each consisting of 5% of the shares subject to the RSU, and 1/12 of the remainder vests monthly thereafter until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.
- F13The RSUs vest over 5 years as follows: 25% of the RSUs vested on February 24, 2017. Thereafter, the shares vest in 12 quarterly installments each consisting of 5% of the shares subject to the RSU, and 1/12 of the remainder vests monthly thereafter until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.
- F1425% of the RSUs vested on May 16, 2017 and the remainder will vest quarterly over two years thereafter in equal installments. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.
- F15The RSUs vest over 5 years as follows: 25% of the RSUs vested on March 7, 2018. Thereafter, the shares vest in 12 quarterly installments each consisting of 5% of the shares subject to the RSU, and 1/12 of the remainder vests monthly thereafter until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.
- F16The RSUs vested and continue to vest in equal quarterly installments over four years, beginning on February 16, 2018. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting
- F17The RSUs will vest over 4 years in 16 equal quarterly installments beginning on August 16, 2018 until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.
- F2Represents 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.
- F3Represents the weighted average sales price per share. The shares sold at prices ranging from $2.84 to $2.845 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.
- 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 24, 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 May 16, 2016, the grant of which was previously reported by the Reporting Person on a Form 3.
- F7Release 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 3.
- F8Release and settlement of RSUs granted to the Reporting Person on March 16, 2018, the grant of which was previously reported by the Reporting Person on a Form 3.
- F9Release and settlement of RSUs granted to the Reporting Person on June 11, 2018, the grant of which was previously reported by the Reporting Person on a Form 4.