SEC FORM 4

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^*

Bondurant William

(Last)

(First)

(Middle)

C/O CASTLIGHT HEALTH, INC.

150 SPEAR STREET, SUITE 400

(Street)

SAN FRANCISCO

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	11/16/2020		M		1,875⁽¹⁾	A	$0.00	129,784⁽²⁾	D
Class B Common Stock	11/16/2020		M		3,750⁽¹⁾	A	$0.00	133,534	D
Class B Common Stock	11/16/2020		M		3,750⁽¹⁾	A	$0.00	137,284	D
Class B Common Stock	11/16/2020		M		9,375⁽¹⁾	A	$0.00	146,659	D
Class B Common Stock	11/16/2020		M		8,437⁽¹⁾	A	$0.00	155,096	D
Class B Common Stock	11/16/2020		M		52,817⁽¹⁾	A	$0.00	207,913	D
Class B Common Stock	11/16/2020		M		56,250⁽¹⁾	A	$0.00	264,163	D
Class B Common Stock	11/17/2020		S⁽³⁾		48,844	D	$1.1391⁽⁴⁾	215,319	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSU)	⁽⁵⁾	11/16/2020		M			1,875	⁽⁶⁾	⁽⁶⁾	Class B Common Stock	1,875	$0.00	1,250	D
Restricted Stock Units (RSU)	⁽⁵⁾	11/16/2020		M			3,750	⁽⁷⁾	⁽⁷⁾	Class B Common Stock	3,750	$0.00	3,750	D
Restricted Stock Units (RSU)	⁽⁵⁾	11/16/2020		M			3,750	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	3,750	$0.00	8,750	D
Restricted Stock Units (RSU)	⁽⁵⁾	11/16/2020		M			9,375	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	9,375	$0.00	21,875	D
Restricted Stock Units (RSU)	⁽⁵⁾	11/16/2020		M			8,437	⁽⁹⁾	⁽⁹⁾	Class B Common Stock	8,437	$0.00	25,313	D
Restricted Stock Units (RSU)	⁽⁵⁾	11/16/2020		M			52,817	⁽¹⁰⁾	⁽¹⁰⁾	Class B Common Stock	52,817	$0.00	211,269	D
Restricted Stock Units (RSU)	⁽⁵⁾	11/16/2020		M			56,250	⁽¹¹⁾	⁽¹¹⁾	Class B Common Stock	56,250	$0.00	243,750	D

Explanation of Responses:

1. On November 16, 2020, these shares of Class B Common Stock were issued in settlement of the RSUs that vested on each of May 16, 2020, August 16, 2020 and November 16, 2020. Delivery of the shares in settlement of the RSUs that vested on May 16, 2020 and August 16, 2020 was deferred to November 16, 2020.

2. Includes 1,770 shares of Class B Common Stock acquired under the Issuer's employee stock purchase plan on August 31, 2020.

3. Represents the aggregate number of shares sold by the Reporting Person to cover taxes and fees due upon the release and settlement of the RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes and fees.

4. Represents the weighted average sales price per share. The shares sold at prices ranging from $1.13 to $1.17 shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

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

6. 1/4th of the RSUs vested on May 16, 2018, and the remainder will vest 1/16th quarterly over three years in equal installments, subject to the continuing service of the Reporting Person on each vesting date. The underlying vested shares settled on November 16, 2020.

7. 1/4th of the RSUs vested on August 16, 2018, and the remainder will vest 1/16th quarterly over three years in equal installments, subject to the continuing service of the Reporting Person on each vesting date. The underlying vested shares settled on November 16, 2020.

8. 1/16th of the RSUs vested on November 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. The underlying vested shares settled on November 16, 2020.

9. 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. The underlying vested shares settled on November 16, 2020.

10. 1/16th of the RSUs vested on February 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. The underlying vested shares settled on November 16, 2020.

11. 1/16th of the RSUs vest 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. The underlying vested shares settled on November 16, 2020.

Remarks:

	/s/ Mary Ahern, by power of attorney	11/18/2020
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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