SEC Form 4 · accession 0001567619-19-005030
CASTLIGHT HEALTH, INC. · CSLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Doyle
Officer — Chief Executive Officer · Director
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 6:20 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, 2019 | M | 8,250 | $0.00 | A | 276,773 | D | |
| Class B Common Stock | Feb 16, 2019 | M | 7,813 | $0.00 | A | 284,586 | D | |
| Class B Common Stock | Feb 16, 2019 | M | 18,750 | $0.00 | A | 303,336 | D | |
| Class B Common Stock | Feb 16, 2019 | M | 23,750 | $0.00 | A | 327,086 | D | |
| Class B Common StockF5,F6 | Feb 19, 2019 | S | 3,416 | $3.2804 | D | 323,670 | D | |
| Class B Common StockF5,F7 | Feb 20, 2019 | S | 19,540 | $3.0998 | D | 304,130 | 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 UnitsF8,F9 | $0.00 | Feb 15, 2019 | M | 8,250 | D | — | — | Class B Common Stock | 8,250 | 8,250 | D |
| Restricted Stock UnitsF8,F10 | $0.00 | Feb 16, 2019 | M | 7,813 | D | — | — | Class B Common Stock | 7,813 | 31,250 | D |
| Restricted Stock UnitsF8,F11 | $0.00 | Feb 16, 2019 | M | 18,750 | D | — | — | Class B Common Stock | 18,750 | 112,500 | D |
| Restricted Stock UnitsF8,F12 | $0.00 | Feb 16, 2019 | M | 23,750 | D | — | — | Class B Common Stock | 23,750 | 285,000 | D |
Explanation of responses
- F1Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on June 17, 2015, the grant of which was previously reported by the Reporting Person on a Form 4.
- F10The 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.
- F1125% 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.
- F12The 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.
- F2Release 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 4.
- F3Release 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.
- F4Release and settlement of RSUs granted to the Reporting Person on February 15, 2018, the grant of which was previously reported by the Reporting Person on a Form 4.
- F5Represents the aggregate number of shares sold by the Reporting Person to cover taxes and fees due upon the release and settlement of the RSUs. 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.
- F6Represents the weighted average sales price per share. The shares sold at prices ranging from $3.23 to $3.32 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.
- F7Represents the weighted average sales price per share. The shares sold at prices ranging from $3.085 to $3.21 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.
- F8Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
- F9The RSUs vest over 4 years as follows: 25% of the RSUs vested on May 15, 2016 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.