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Colella Giovanni M. - CASTLIGHT HEALTH Inc - For 2017-08-16
  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Washington, D.C. 20549
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
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
Colella Giovanni M.
2. Issuer Name and Ticker or Trading Symbol
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
3. Date of Earliest Transaction (MM/DD/YY)
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
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
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.
150 SPEAR ST., SUITE 400
X X Executive Chairman
/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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.