Oak Investment Partners Xii L P Form 4 CASTLIGHT HEALTH / ANN H LAMONT 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^*

LAMONT ANN H

(Last) (First) (Middle)

C/O OAK INVESTMENT PARTNERS

901 MAIN AVENUE, SUITE 600

(Street)

NORWALK CT 06851

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2015

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	06/17/2015		A		12,500(1)	A	$0	12,500	I	See(2)
Class A Common Stock								11,917,744	I	See(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^*

LAMONT ANN H

(Last) (First) (Middle)

C/O OAK INVESTMENT PARTNERS

901 MAIN AVENUE, SUITE 600

(Street)

NORWALK CT 06851

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OAK INVESTMENT PARTNERS XII L P

(Last) (First) (Middle)

C/O OAK INVESTMENT PARTNERS

901 MAIN AVENUE, SUITE 600

(Street)

NORWALK CT 06851

(City) (State) (Zip)

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs"). 25% of the RSUs will vest on August 15, 2015 and an additional 25% will vest on each quarterly anniversary thereafter. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement for no consideration.

2. Includes 12,500 RSUs which are held by Ann H. Lamont on behalf of Oak Investment Partners XII, Limited Partnership ("Oak XII"). Ms. Lamont is a Managing Member of Oak Associates XII, L.L.C., the General Partner of Oak XII.

3. Includes 11,917,744 shares of Class A Common Stock beneficially owned by Oak XII.

Remarks:

Ann H. Lamont is a Director of the Issuer. This Form 4 is being filed by Ann H. Lamont and Oak XII, collectively the "Reporting Persons". Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

	Ann H. Lamont	06/19/2015
	Oak Investment Partners XII, LP	06/19/2015
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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