Edgar Filing: CASTLIGHT HEALTH, INC.

Ownership Submission

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

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Colella Giovanni M.

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	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO and Co-Founder

(Last)

(First)

(Middle)

C/O CASTLIGHT HEALTH, INC., TWO RINCON CTR., 121 SPEAR ST., STE. 300

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2014

(Street)

SAN FRANCISCO, CA 94105

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	12/02/2014		C⁽¹⁾		27,900	A	$ 0	27,900	D
Class B Common Stock	12/02/2014		S⁽¹⁾		27,900 ⁽²⁾	D	$ 12.5659 ⁽³⁾	0	D
Class B Common Stock	12/03/2014		C⁽¹⁾		9,300	A	$ 0	9,300	D
Class B Common Stock	12/03/2014		S⁽¹⁾		9,300 ⁽²⁾	D	$ 12.4583 ⁽⁴⁾	0	D

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 1.12

12/02/2014

M⁽¹⁾

27,900

⁽⁵⁾

04/08/2023

Class A Common Stock

27,900

$ 0 ⁽⁶⁾ ⁽⁷⁾

20,100

Class A Common Stock

$ 0 ⁽⁶⁾ ⁽⁷⁾

12/02/2014

M⁽¹⁾

27,900

⁽⁶⁾⁽⁷⁾

Class B Common Stock ⁽⁷⁾

27,900

$ 0

27,900

Class A Common Stock

$ 0 ⁽⁶⁾ ⁽⁷⁾

12/02/2014

C⁽¹⁾

27,900

⁽⁶⁾⁽⁷⁾

Class B Common Stock ⁽⁷⁾

27,900

$ 0

Employee Stock Option (right to buy)

$ 1.12

12/03/2014

M⁽¹⁾

9,300

⁽⁵⁾

04/08/2023

Class A Common Stock

9,300

$ 0 ⁽⁶⁾ ⁽⁷⁾

10,800

Class A Common Stock

$ 0 ⁽⁶⁾ ⁽⁷⁾

12/03/2014

M⁽¹⁾

9,300

⁽⁶⁾⁽⁷⁾

Class B Common Stock ⁽⁷⁾

9,300

$ 0

9,300

Class A Common Stock

$ 0 ⁽⁶⁾ ⁽⁷⁾

12/03/2014

C⁽¹⁾

9,300

⁽⁶⁾⁽⁷⁾

Class B Common Stock ⁽⁷⁾

9,300

$ 0

Class A Common Stock

$ 0 ⁽⁶⁾ ⁽⁷⁾

⁽⁶⁾⁽⁷⁾

Class B Common Stock ⁽⁷⁾

4,421,523

By living trust ⁽⁸⁾

Class A Common Stock

$ 0 ⁽⁶⁾ ⁽⁷⁾

⁽⁶⁾⁽⁷⁾

Class B Common Stock ⁽⁷⁾

600,000

By grantor retained annuity trust 1 ⁽⁹⁾

Class A Common Stock

$ 0 ⁽⁶⁾ ⁽⁷⁾

⁽⁶⁾⁽⁷⁾

Class B Common Stock ⁽⁷⁾

250,000

By grantor retained annuity trust 2 ⁽⁹⁾

Class A Common Stock

$ 0 ⁽⁶⁾ ⁽⁷⁾

⁽⁶⁾⁽⁷⁾

Class B Common Stock ⁽⁷⁾

600,000

By grantor retained annuity trust 3 ⁽¹⁰⁾

Class A Common Stock

$ 0 ⁽⁶⁾ ⁽⁷⁾

⁽⁶⁾⁽⁷⁾

Class B Common Stock ⁽⁷⁾

250,000

By grantor retained annuity trust 4 ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Colella Giovanni M. C/O CASTLIGHT HEALTH, INC. TWO RINCON CTR., 121 SPEAR ST., STE. 300 SAN FRANCISCO, CA 94105	X	X	CEO and Co-Founder

Signatures

/s/ Charles Ott, by power of attorney		12/04/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 1, 2014.
(2)	Represents the aggregate of sales effected on the same day at different prices.
(3)	Represents the weighted average sales price per share. The shares sold at prices ranging from $12.40 to $12.63 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.
(4)	Represents the weighted average sales price per share. The shares sold at prices ranging from $12.25 to $12.64 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.
(5)	The stock option has fully vested and is immediately exercisable.
(6)	Each share of 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, that occurs after the closing of the IPO 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.
(7)	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. The shares of Class A Common Stock and Class B Common Stock have no expiration date.
(8)	Reporting Person serves as a co-trustee.
(9)	Reporting Person serves as trustee and sole beneficiary.
(10)	Reporting Person's spouse serves as trustee and sole beneficiary.

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