0001391289-17-000001.txt : 20170405 0001391289-17-000001.hdr.sgml : 20170405 20170405190721 ACCESSION NUMBER: 0001391289-17-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170403 FILED AS OF DATE: 20170405 DATE AS OF CHANGE: 20170405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venrock Partners Management VI, LLC CENTRAL INDEX KEY: 0001495385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17743989 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venrock Partners VI, L.P. CENTRAL INDEX KEY: 0001495386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17743991 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venrock Associates VI, L.P. CENTRAL INDEX KEY: 0001495384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17743992 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VEF Management V, LLC CENTRAL INDEX KEY: 0001444112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17743993 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venrock Management V, LLC CENTRAL INDEX KEY: 0001444116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17743995 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venrock Entrepreneurs Fund V, L.P. CENTRAL INDEX KEY: 0001444114 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17743996 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VENROCK PARTNERS V L P CENTRAL INDEX KEY: 0001395760 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17743997 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3771 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLIGHT HEALTH, INC. CENTRAL INDEX KEY: 0001433714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 261989091 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 SPEAR STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-671-4683 MAIL ADDRESS: STREET 1: 150 SPEAR STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: VENTANA HEALTH SERVICES, INC. DATE OF NAME CHANGE: 20090831 FORMER COMPANY: FORMER CONFORMED NAME: MARIA HEALTH INC DATE OF NAME CHANGE: 20080429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venrock Partners Management V, LLC CENTRAL INDEX KEY: 0001444117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17743994 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venrock Management VI, LLC CENTRAL INDEX KEY: 0001495383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17743990 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VENROCK ASSOCIATES V LP CENTRAL INDEX KEY: 0001391289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17743998 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-04-03 0001433714 CASTLIGHT HEALTH, INC. CSLT 0001391289 VENROCK ASSOCIATES V LP C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001395760 VENROCK PARTNERS V L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001444114 Venrock Entrepreneurs Fund V, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001444116 Venrock Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001444117 Venrock Partners Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001444112 VEF Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001495384 Venrock Associates VI, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001495386 Venrock Partners VI, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001495383 Venrock Management VI, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001495385 Venrock Partners Management VI, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 Class B Common Stock 2017-04-03 4 A 0 3965979 A 5222709 I By Funds Received in exchange for 6,026,800 shares of Series B Preferred Stock of Jiff, Inc. ("Jiff") held by Venrock Associates VI, L.P. ("VA6"), 473,200 shares of Jiff's Series B Preferred Stock held by Venrock Partners VI, L.P. ("VP6"), 1,428,732 shares of Jiff's Series C Preferred Stock held by VA6, and 112,178 shares of Jiff's Series C Preferred Stock held by VP6 pursuant to the Agreement and Plan of Merger and Reorganization dated as of January 4, 2017 (the "Merger Agreement") by and among the Issuer, Neptune Acquisition Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Issuer ("Merger Sub"), Jiff and Fortis Advisors LLC, as the Stockholders' Agent ("Stockholders' Agent"). Pursuant to the Merger Agreement, on April 3, 2017 (the "Effective Time"), Merger Sub merged with and into Jiff with Jiff surviving the merger as a wholly owned subsidiary of Issuer (the "Merger"). At the Effective Time, the closing price of the Issuer's Class B Common Stock was $3.65 per share. Of the 3,965,979 shares issued as reported herein, 401,779 shares and 31,546 shares held by VA6 and VP6, respectively, are currently being held in escrow for 12-months following the Merger to serve as partial security for certain indemnification obligations of Jiff stockholders pursuant to the Merger Agreement and 7,441 shares and 584 shares held by VA6 and VP6, respectively, are being held in an expense fund, which will be used for the purposes of paying directly or reimbursing the Stockholders' Agent for out-of-pocket costs and expenses and legal fees incurred by the Stockholders' Agent in connection with the administration of its duties. The Merger Agreement provides that the former equityholders of Jiff (other than the holders of Jiff's Series A Preferred Stock) will receive additional shares of the Issuer's Class B Common Stock upon the achievement by the Jiff business of certain milestones in FY2017. Such former equityholders of Jiff will receive additional shares of the Issuer's Class B Common Stock if the Jiff business achieves at least $25 million in revenue in FY2017 and if the Jiff business achieves at least $25 million in net new bookings during FY2017, and such right to receive additional shares subject to this earn-out right became fixed and irrevocable at the Effective Time. For more information on the earnout, please refer to the Merger Agreement filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 4, 2017. VA6 holds an aggregate of 3,677,257 shares, VP6 holds an aggregate of 288,722 shares, Venrock Associates V, L.P. ("VA5") holds an aggregate of 1,133,948 shares, Venrock Partners V, L.P. ("VP5") holds an aggregate of 96,139 shares and Venrock Entrepreneurs Fund V, L.P. ("VEF5") holds an aggregate of 26,643 shares. Venrock Management VI, LLC, Venrock Partners Management VI, LLC, Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (collectively, the "Venrock GP Entities") are the sole general partners of VA6, VP6, VA5, VEF5 and VP5 (collectively, the "Funds"), respectively, and may be deemed to beneficially own these shares. The Venrock GP Entities expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein. /s/ David L. Stepp, authorized signatory 2017-04-05