SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SAP SE

(Last)

(First)

(Middle)

DIETMAR-HOPP-ALLEE 16

(Street)

WALLDORF

69190

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2016

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	4,762,658	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant	⁽¹⁾	⁽²⁾	Class B Common Stock	1,905,063	$4.91	D

Explanation of Responses:

1. 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 the Issuer 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 the Issuer's solutions (the "Distribution Agreement").

2. 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.

Remarks:

The shares and warrant discussed above were acquired by SAP Technologies, Inc., which is also the beneficial owner of 4,762,658 directly owned non-derivative securities and 1,905,063 directly owned derivative securities.

	/s/ Michael Kleinemeier, Authorized Signatory, on behalf of SAP SE	05/27/2016
	/s/ Jochen Scholten, Authorized Signatory, on behalf of SAP SE	05/27/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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