Chan M.P. Eric Form 4 CASTLIGHT HEALTH / M.P. Eric Chan 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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X

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^*

Chan M.P. Eric

(Last) (First) (Middle)

C/O CASTLIGHT HEALTH, INC.

150 SPEAR STREET, SUITE 400

(Street)

SAN FRANCISCO CA 94105

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2022

4. If Amendment, Date of 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

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	02/17/2022		D		126,058	D	(1)	0	D

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
Restricted Stock Units (RSU)	(2)	02/17/2022		D			1,555	(3)	(3)	Class B Common Stock	1,555	(4)	0	D
Restricted Stock Units (RSU)	(2)	02/17/2022		D			9,375	(5)	(5)	Class B Common Stock	9,375	(4)	0	D
Restricted Stock Units (RSU)	(2)	02/17/2022		D			56,250	(6)	(6)	Class B Common Stock	56,250	(4)	0	D
Restricted Stock Units (RSU)	(2)	02/17/2022		D			81,250	(7)	(7)	Class B Common Stock	81,250	(4)	0	D
Employee Stock Option (right to buy)	$3.6	02/17/2022		D			8,000	(8)	02/14/2028	Class B Common Stock	8,000	(9)	0	D
Employee Stock Option (right to buy)	$3.22	02/17/2022		D			10,000	(10)	02/12/2029	Class B Common Stock	10,000	(9)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 4, 2022, by and among the Issuer, Vera Whole Health, Inc. ("Vera Health"), and Carbon Merger Sub, Inc. (the "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger (the "Surviving Corporation"), as a wholly owned subsidiary of Vera Health, effective as of February 17, 2022 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's Class A common stock and Class B common stock was exchanged for $2.05 in cash (the "Merger Consideration") at the Effective Time.

2. Each RSU represents a contingent right to receive one (1) share of the Class B Common Stock upon settlement for no consideration.

3. 1/16th of the RSUs vested on May 16, 2018, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

4. Pursuant to the Merger Agreement, any RSUs that were unvested at the Effective Time were cancelled and converted at or immediately prior to the Effective Time into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration multiplied by (b) the total number of unvested shares subject to the RSUs (the "RSU Consideration"). The payment of the RSU Consideration will be subject to vesting in accordance with the vesting schedule applicable to such unvested RSUs immediately prior to Effective Time, subject to the Reporting Person remaining employed by or otherwise in service to the Surviving Corporation on each applicable vesting date.

5. 1/16th of the RSUs vested on May 16, 2019, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

6. 1/16th of the RSUs vested on May 16, 2020, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

7. 1/16th of the RSUs vested on May 16, 2021, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

8. The option vests in equal quarterly installments over four years beginning on May 16, 2018, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person.

9. The option exercise price is equal to or exceeds the Merger Consideration and therefore the option was automatically cancelled without consideration immediately prior to the Effective Time.

10. The option vests in equal quarterly installments over four years beginning on May 16, 2019, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person.

Remarks:

	/s/ Mary Ahern, as attorney-in-fact	02/18/2022
	** Signature of Reporting Person	Date
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