Sec Form 4 Filing - Colella Giovanni M. @ CASTLIGHT HEALTH, INC. - 2017-08-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Colella Giovanni M.
2. Issuer Name and Ticker or Trading Symbol
CASTLIGHT HEALTH, INC. [ CSLT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O CASTLIGHT HEALTH, INC., 150 SPEAR ST., SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/16/2017
(Street)
SAN FRANCISCO, CA94105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class B Common Stock 08/16/2017 M( 1 ) 19,063 A $ 0 97,969 D
Class B Common Stock 08/17/2017 J( 2 ) V 19,063 D $ 0 78,906 D
Class B Common Stock 08/17/2017 J( 2 ) V 19,063 A $ 0 46,808 I By living trust ( 3 )
Class B Common Stock 08/17/2017 S 8,100 ( 4 ) ( 5 ) D $ 3.6673 ( 6 ) 38,708 I By living trust ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 ( 7 ) 08/16/2017 M( 1 ) 19,063 ( 8 ) ( 8 ) Class B Common Stock 19,063 $ 0 190,625 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Colella Giovanni M.
C/O CASTLIGHT HEALTH, INC.
150 SPEAR ST., SUITE 400
SAN FRANCISCO, CA94105
X X Executive Chairman
Signatures
/s/ Jennifer Chaloemtiarana, by power of attorney 08/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on February 26, 2016, the grant of which was previously reported by the Reporting Person on a Form 4.
( 2 )Re-registration of shares in the name of the Reporting Person's living trust, effecting only a change in the form of beneficial ownership.
( 3 )Reporting Person serves as a co-trustee.
( 4 )Represents the aggregate of sales effected on the same day at different prices.
( 5 )All of these shares were sold to cover taxes and fees due upon the release and settlement of the RSUs.
( 6 )Represents the weighted average sales price per share. The shares sold at prices ranging from $3.50 to $3.875 per share. Full information regarding the number of shares sold at each price 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.
( 7 )Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
( 8 )The RSUs vest over 4 years as follows: 25% of the RSUs vested on February 16, 2017 and the remainder will vest on each quarterly anniversary thereafter in equal installments. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting, at which time shares will be sold by the Reporting Person to cover any tax withholding obligations.

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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