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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 11.93 | 02/24/2016 | D | 225,000 | (1) | 10/14/2024 | Common Stock | 225,000 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 2.99 | 02/24/2016 | A | 225,000 | (3) | 02/23/2026 | Common Stock | 225,000 | (2) | 225,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Chaloemtiarana Jennifer C/O CASTLIGHT HEALTH, INC. TWO RINCON CTR, 121 SPEAR STREET, STE. 3 SAN FRANCISCO, CA 94105 |
General Counsel |
/s/ Jennifer Chaloemtiarana | 02/26/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The option provided for vesting of 20% of the shares on September 2, 2015, then in twelve installments each consisting of 1.667% of the shares after the completion of each additional consecutive month of service, and with respect to the remaining shares, in 24 equal installments upon the completion of each additional consecutive month of service thereafter. |
(2) | On February 24, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 225,000 shares of the Issuer's stock granted to the Reporting Person on October 15, 2014. In exchange, the Reporting Person received a replacement option, for 225,000 shares, having an exercise price of $2.99 a share. |
(3) | The option will vest over five years in 60 equal monthly installments beginning on March 24, 2016. |