SEC Form 4 · accession 0001567619-19-005031
CASTLIGHT HEALTH, INC. · CSLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neeraj Gupta
Officer — EVP, Engineering
Period of report
Feb 16, 2019
Accepted (ET)
Feb 20, 2019 · 6:21 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 16, 2019 | M | 25,000 | $0.00 | A | 260,847 | D | |
| Class B Common Stock | Feb 16, 2019 | M | 3,125 | $0.00 | A | 263,972 | D | |
| Class B Common Stock | Feb 16, 2019 | M | 8,125 | $0.00 | A | 272,097 | D | |
| Class B Common Stock | Feb 16, 2019 | M | 3,125 | $0.00 | A | 275,222 | D | |
| Class B Common Stock | Feb 18, 2019 | M | 25,000 | $0.00 | A | 300,222 | D | |
| Class B Common StockF6,F7 | Feb 20, 2019 | S | 14,417 | $3.1143 | D | 285,805 | 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 16, 2019 | M | 25,000 | D | — | — | Class B Common Stock | 25,000 | 175,000 | D |
| Restricted Stock UnitsF8,F10 | $0.00 | Feb 16, 2019 | M | 3,125 | D | — | — | Class B Common Stock | 3,125 | 28,125 | D |
| Restricted Stock UnitsF8,F11 | $0.00 | Feb 16, 2019 | M | 8,125 | D | — | — | Class B Common Stock | 8,125 | 105,625 | D |
| Restricted Stock UnitsF8,F12 | $0.00 | Feb 16, 2019 | M | 3,125 | D | — | — | Class B Common Stock | 3,125 | 46,875 | D |
| Restricted Stock UnitsF8,F13 | $0.00 | Feb 18, 2019 | M | 25,000 | D | — | — | Class B Common Stock | 25,000 | 0 | D |
Explanation of responses
- F1Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on August 10, 2016, which were previously reported on a Form 3 filed by the Reporting Person.
- F1025% of the RSUs vested on March 7, 2018 and the remainder vested and will continue to vest quarterly over three years thereafter in equal installments, 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 automatically sold on behalf of the Reporting Person to cover any tax withholding obligations
- F11The RSUs vested, and will continue to 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 automatically sold on behalf of the Reporting Person to cover any tax withholding obligations.
- F12The RSUs vest in equal quarterly installments over four years, beginning on November 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 automatically sold on behalf of the Reporting Person to cover any tax withholding obligations.
- F13The RSUs are 100% vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.
- F2Release and settlement of RSUs granted to the Reporting Person on March 7, 2017, which were previously reported on a Form 3 filed by the Reporting Person.
- F3Release and settlement of RSUs granted to the Reporting Person on March 16, 2018, which were previously reported on a Form 3 filed by the Reporting Person.
- F4Release and settlement of RSUs granted to the Reporting Person on September 17, 2018, which were previously reported on a Form 4 filed by the Reporting Person.
- F5Vesting of performance-based RSUs earned by the Reporting Person on February 13, 2019 as a result of the Reporting Person having met certain performance criteria.
- F6Represents 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.
- F7Represents the weighted average sales price per share. The shares sold at prices ranging from $3.08 to $3.235 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.
- F925% of the RSUs vested on August 16, 2017 and the remainder vested and will continue to 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 automatically sold on behalf of the Reporting Person to cover any tax withholding obligations.