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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 (10) | 07/10/2018 | A | 17,500 (11) | (12) | (12) | Class B Common Stock | 17,500 | $ 0 | 17,500 | D | ||||
| Restricted Stock Units | $ 0 (10) | 08/16/2018 | M(1) | 3,562 | (13) | (13) | Class B Common Stock | 3,562 | $ 0 | 17,813 | D | ||||
| Restricted Stock Units | $ 0 (10) | 08/16/2018 | M(2) | 313 | (14) | (14) | Class B Common Stock | 313 | $ 0 | 1,875 | D | ||||
| Restricted Stock Units | $ 0 (10) | 08/16/2018 | M(3) | 23,437 | (15) | (15) | Class B Common Stock | 23,437 | $ 0 | 70,313 | D | ||||
| Restricted Stock Units | $ 0 (10) | 08/16/2018 | M(4) | 3,125 | (16) | (16) | Class B Common Stock | 3,125 | $ 0 | 31,250 | D | ||||
| Restricted Stock Units | $ 0 (10) | 08/16/2018 | M(5) | 12,500 | (17) | (17) | Class B Common Stock | 12,500 | $ 0 | 175,000 | D | ||||
| Restricted Stock Units | $ 0 (10) | 08/16/2018 | M(6) | 12,500 | (18) | (18) | Class B Common Stock | 12,500 | $ 0 | 187,500 | D | ||||
| Restricted Stock Units | $ 0 (10) | 08/16/2018 | M(7) | 17,500 | (12) | (12) | Class B Common Stock | 17,500 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| O'Meara Maeve C/O CASTLIGHT HEALTH, INC. 150 SPEAR ST., SUITE 400 SAN FRANCISCO, CA 94105 |
EVP,Product&CustomerExperience | |||
| /s/ Jennifer Chaloemtiarana, by power of attorney | 08/20/2018 | |
| **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 November 16, 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 February 24, 2016, 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 May 16, 2016, 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 March 7, 2017, 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 March 16, 2018, the grant of which was previously reported by the Reporting Person on a Form 3. |
| (6) | Release and settlement of RSUs granted to the Reporting Person on June 11, 2018, the grant of which was previously reported by the Reporting Person on a Form 4. |
| (7) | Vesting of performance-based RSUs ("PSUs") earned by the Reporting Person on July 10, 2018 as a result of the Reporting Person having met certain performance criteria. |
| (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 RSU's. 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 $2.675 to $2.85 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) | Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration. |
| (11) | Represents PSUs earned by the Reporting Person on July 10, 2018 as a result of the Reporting Person having met certain performance criteria. |
| (12) | 100% of the RSUs will vest on August 16, 2018. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting. |
| (13) | The RSUs vest over 5 years as follows: 25% of the restricted stock units ("RSUs") vested on November 16, 2016. Thereafter, the shares vest in 12 quarterly installments each consisting of 5% of the shares subject to the RSU, and 1/12 of the remainder vests monthly thereafter until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting. |
| (14) | The RSUs vest over 5 years as follows: 25% of the RSUs vested on February 24, 2017. Thereafter, the shares vest in 12 quarterly installments each consisting of 5% of the shares subject to the RSU, and 1/12 of the remainder vests monthly thereafter until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting. |
| (15) | 25% of the RSUs vested on May 16, 2017 and the remainder will vest quarterly over two years thereafter in equal installments. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting. |
| (16) | The RSUs vest over 5 years as follows: 25% of the RSUs vested on March 7, 2018. Thereafter, the shares vest in 12 quarterly installments each consisting of 5% of the shares subject to the RSU, and 1/12 of the remainder vests monthly thereafter until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting. |
| (17) | The RSUs vested and continue to vest in equal quarterly installments over four years, beginning on February 16, 2018. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting |
| (18) | The RSUs will vest over 4 years in 16 equal quarterly installments beginning on August 16, 2018 until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting. |