UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant | Â (3) | Â (4) | Class B Common Stock | 1,905,063 | $ 4.91 | I (1) | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SAP SE DIETMAR-HOPP-ALLEE 16 WALLDORF, 2M 69190 |
 |  X |  |  |
SAP America, Inc. 3999 WEST CHESTER PIKE NEWTOWN SQUARE, PA 19073 |
 |  X |  |  |
SAP Technologies, Inc. 3999 WEST CHESTER PIKE NEWTOWN SQUARE, PA 19073 |
 |  X |  |  |
/s/ Michael Kleinemeier, Authorized Signatory, on behalf of SAP SE | 06/01/2016 | |
**Signature of Reporting Person | Date | |
/s/ Jochen Scholten, Authorized Signatory, on behalf of SAP SE | 06/01/2016 | |
**Signature of Reporting Person | Date | |
/s/ Brad C. Brubaker, Corporate Secretary, on behalf of SAP America, Inc. | 06/01/2016 | |
**Signature of Reporting Person | Date | |
/s/ Brian Stine, Assistant Secretary, on behalf of SAP Technologies, Inc. | 06/01/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | These securities were previously reported as directly owned by SAP SE. |
(2) | This form is a joint filing by SAP SE, SAP America, Inc. and SAP Technologies, Inc. The reported securities are beneficially owned directly by SAP Technologies, Inc., which is a wholly owned subsidiary of SAP America, Inc., which is a subsidiary of SAP SE. SAP SE and SAP America, Inc. are indirect beneficial owners of the reported securities. |
(3) | The Warrant becomes exercisable on the date that Castlight Health, Inc. and SAP Technologies, Inc. (or one of its affiliates) enter into (i) an agreement pursuant to which Castlight Health, Inc. will participate in SAP SE's "Connected Health Platform" (the "Platform Agreement") and (ii) an agreement pursuant to which SAP Technologies (or one of its affiliates) will distribute or co-market Castlight Health Inc.'s solutions (the "Distribution Agreement"). |
(4) | The Warrant will expire four years from the date Castlight Health, Inc. and SAP Technologies, Inc. (or one of its affiliates) enter into the Platform Agreement and the Distribution Agreement. |