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CSLT Castlight Health Inc

2.05
0.00 (0.00%)
Pre Market
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Castlight Health Inc NYSE:CSLT NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 2.05 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

15/07/2021 12:20am

Edgar (US Regulatory)


FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EBERSMAN DAVID A
2. Issuer Name and Ticker or Trading Symbol

CASTLIGHT HEALTH, INC. [ CSLT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CASTLIGHT HEALTH, INC., 150 SPEAR STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

7/12/2021
(Street)

SAN FRANCISCO, CA 94105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 7/12/2021  C  260973 A (1)(2)595450 (3)I By family trust (4)
Class B Common Stock         70707 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Director Stock Option (right to buy) $0.84 7/12/2021  M     260973   (5)7/20/2021 Class A Common Stock (1)(2)260973 $0.00 0 D  
Class A Common Stock  (1)(2)7/12/2021  M   260973     (1)(2) (1)(2)Class B Common Stock 260973 $0.00 289544 D  
Class A Common Stock  (1)(2)7/12/2021  C     260973   (1)(2) (1)(2)Class B Common Stock 260973 $0.00 28571 D  

Explanation of Responses:
(1) Each share of issuer's Class A Common Stock is convertible at any time at the option of the holder into one (1) share of Class B Common Stock. In addition, each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the transfer, whether or not for value, to any transferee who is not a "Permitted Transferee", as defined in the issuer's Restated Certificate of Incorporation in effect as of the date hereof. The shares of Class A Common Stock have no expiration date.
(2) Each share of the issuer's Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the earliest to occur of the following: (a) the first date on which the number of shares of Class A Common Stock then outstanding is less than 15,340,384 shares, (b) March 19, 2024, or (c) a time and date approved in writing by holders of at least a majority of the then-outstanding shares of Class A Common Stock.
(3) 334,477 shares previously reported as held directly by the Reporting Person are held by the family trust and are reflected as such in this Form 4.
(4) The shares are held by The Ebersman Family Trust UTA dated 5/29/2002 of which the Reporting Person and his wife are co-trustees.
(5) The stock option has fully vested and is immediately exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
EBERSMAN DAVID A
C/O CASTLIGHT HEALTH, INC.
150 SPEAR STREET, SUITE 400
SAN FRANCISCO, CA 94105
X



Signatures
/s/ Mary Ahern, as attorney-in-fact7/14/2021
**Signature of Reporting PersonDate

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