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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (11) | 02/15/2019 | M(1) | 625 | (12) | (12) | Class B Common Stock | 625 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 (11) | 02/15/2019 | M(2) | 1,875 | (13) | (13) | Class B Common Stock | 1,875 | $ 0 | 3,750 | D | ||||
| Restricted Stock Units | $ 0 (11) | 02/16/2019 | M(3) | 2,500 | (14) | (14) | Class B Common Stock | 2,500 | $ 0 | 7,500 | D | ||||
| Restricted Stock Units | $ 0 (11) | 02/16/2019 | M(4) | 1,875 | (15) | (15) | Class B Common Stock | 1,875 | $ 0 | 7,500 | D | ||||
| Restricted Stock Units | $ 0 (11) | 02/16/2019 | M(5) | 15,625 | (16) | (16) | Class B Common Stock | 15,625 | $ 0 | 93,750 | D | ||||
| Restricted Stock Units | $ 0 (11) | 02/16/2019 | M(6) | 6,250 | (17) | (17) | Class B Common Stock | 6,250 | $ 0 | 50,000 | D | ||||
| Restricted Stock Units | $ 0 (11) | 02/16/2019 | M(7) | 11,250 | (18) | (18) | Class B Common Stock | 11,250 | $ 0 | 135,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Nolan Mangini Siobhan C/O CASTLIGHT HEALTH, INC. 150 SPEAR ST., SUITE 400 SAN FRANCISCO, CA 94105 |
CFO & Treasurer | |||
| /s/ Jennifer Chaloemtiarana, by power of attorney | 02/20/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Release 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. |
| (2) | Release 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. |
| (3) | Release 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. |
| (4) | Release 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. |
| (5) | Release 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. |
| (6) | Release 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. |
| (7) | Release 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. |
| (8) | Represents 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. |
| (9) | Represents the weighted average sales price per share. The shares sold at prices ranging from $3.245 to $3.33 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. |
| (10) | Represents the weighted average sales price per share. The shares sold at prices ranging from $3.08 to $3.25 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. |
| (11) | Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration. |
| (12) | 25% 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. |
| (13) | 25% 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. |
| (14) | 25% 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. |
| (15) | 25% 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. |
| (16) | 25% 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. |
| (17) | 25% 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. |
| (18) | The 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. |