0001391289-19-000001.txt : 20190607
0001391289-19-000001.hdr.sgml : 20190607
20190607170909
ACCESSION NUMBER: 0001391289-19-000001
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170403
FILED AS OF DATE: 20190607
DATE AS OF CHANGE: 20190607
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VENROCK ASSOCIATES V LP
CENTRAL INDEX KEY: 0001391289
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 19886773
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 19886774
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
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 19886775
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 19886776
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 Management V, LLC
CENTRAL INDEX KEY: 0001444117
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 19886777
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 19886778
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 19886779
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 19886780
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 19886781
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 Management VI, LLC
CENTRAL INDEX KEY: 0001495385
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36330
FILM NUMBER: 19886782
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
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
4/A
1
edgar.xml
PRIMARY DOCUMENT
X0306
4/A
2017-04-03
2017-04-05
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
3998534
A
5255264
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 3,998,534 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 3,707,442 shares, VP6 holds an aggregate of 291,092 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.
This amended Form 4 is being filed to restate the number of shares issued to VA6 and VP6 in connection with the acquisition reported herein. The amount originally reported was estimated based on information provided to the reporting person by the Issuer, which amount understated the aggregate number of shares ultimately received by VA6 and VP6 by 32,554 shares. The understatement was discovered in connection with the subsequent disbursement of shares from the escrow arrangement described in footnote (2). The number of shares beneficially owned by VA6 and VP6 was similarly underreported on subsequently filed Form 4s.
/s/ David L. Stepp, authorized signatory
2019-06-07