Lee S Ainslie Iii Form 4 CASTLIGHT HEALTH / Andrew Held Warford ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAVERICK CAPITAL LTD

(Last) (First) (Middle)

300 CRESCENT COURT, 18TH FLOOR

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CASTLIGHT HEALTH, INC. [ CSLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2017

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

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

	Form filed by One Reporting Person
X	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. 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)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	06/22/2017		A		33,735(1)	A	$0	1,221,809	I(2)	See footnote(3)

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MAVERICK CAPITAL LTD

(Last) (First) (Middle)

300 CRESCENT COURT, 18TH FLOOR

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MAVERICK CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)

300 CRESCENT COURT, 18TH FLOOR

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AINSLIE LEE S III

(Last) (First) (Middle)

767 FIFTH AVENUE, 11TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Warford Andrew Held

(Last) (First) (Middle)

300 CRESCENT COURT, 18TH FLOOR

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs") to David B. Singer. The RSUs will vest in four equal quarterly installments during the first year following the date of grant. Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock upon settlement for no consideration.

2. Of the shares of Class B Common Stock ("Shares") reported, 33,735 represent RSUs held by Mr. Singer and 43,750 represent Shares which prior to conversion, were held by Mr. Singer as RSUs, in each case, for the benefit of entities managed by Maverick Capital, Ltd. ("Maverick Capital"). Mr. Singer is an employee of an affiliate of Maverick Capital.

3. Maverick Capital is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and acts as the investment manager for each of the portfolio funds for which Mr. Singer holds the RSUs. Maverick Capital Management, LLC ("Maverick Management") is the general partner of Maverick Capital. Lee S. Ainslie III is the manager of Maverick Management. Andrew H. Warford serves as the Chairman of the Stock Committee of Maverick Capital. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

	/s/ John T. McCafferty, Attorney-in-Fact	06/26/2017
	/s/ John T. McCafferty, Attorney-in-Fact	06/26/2017
	/s/ John T. McCafferty, Attorney-in-Fact	06/26/2017
	/s/ John T. McCafferty, Attorney-in-Fact	06/26/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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