SEC Form 4: O'Meara Maeve returned 1,625,989 units of Class B Common Stock to the company, closing all direct ownership in the company
$CSLT
Managed Health Care
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CASTLIGHT HEALTH, INC. [ CSLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/12/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B Common Stock | 02/17/2022 | D | 1,625,989 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (RSU) | (2) | 01/12/2022 | A | 397,500 | (3) | (3) | Class B Common Stock | 397,500 | $0.00 | 397,500 | D | ||||
| Restricted Stock Units (RSU) | (2) | 02/17/2022 | D | 12,500 | (4) | (4) | Class B Common Stock | 12,500 | (5) | 0 | D | ||||
| Restricted Stock Units (RSU) | (2) | 02/17/2022 | D | 25,000 | (6) | (6) | Class B Common Stock | 25,000 | (5) | 0 | D | ||||
| Restricted Stock Units (RSU) | (2) | 02/17/2022 | D | 115,313 | (7) | (7) | Class B Common Stock | 115,313 | (5) | 0 | D | ||||
| Restricted Stock Units (RSU) | (2) | 02/17/2022 | D | 301,725 | (8) | (8) | Class B Common Stock | 301,725 | (5) | 0 | D | ||||
| Restricted Stock Units (RSU) | (2) | 02/17/2022 | D | 558,000 | (9) | (9) | Class B Common Stock | 558,000 | (5) | 0 | D | ||||
| Restricted Stock Units (RSU) | (2) | 02/17/2022 | D | 430,625 | (10) | (10) | Class B Common Stock | 430,625 | (5) | 0 | D | ||||
| Restricted Stock Units (RSU) | (2) | 02/17/2022 | D | 397,500 | (3) | (3) | Class B Common Stock | 397,500 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.09 | 02/17/2022 | D | 9,000 | (11) | 11/07/2022 | Class A Common Stock(12)(13) | 9,000 | (14) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.12 | 02/17/2022 | D | 7,500 | (11) | 02/11/2023 | Class A Common Stock(12)(13) | 7,500 | (14) | 0 | D | ||||
| Employee Stock Option (right to buy) | $2.35 | 02/17/2022 | D | 20,000 | (11) | 10/24/2023 | Class A Common Stock(12)(13) | 20,000 | (15) | 0 | D | ||||
| Employee Stock Option (right to buy) | $2.99 | 02/17/2022 | D | 155,000 | (11) | 02/23/2026 | Class B Common Stock | 155,000 | (15) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.01 | 02/17/2022 | D | 331,000 | (16) | 03/02/2030 | Class B Common Stock | 331,000 | (17)(18) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 4, 2022, by and among the Issuer, Vera Whole Health, Inc. ("Vera Health"), and Carbon Merger Sub, Inc. (the "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger (the "Surviving Corporation"), as a wholly owned subsidiary of Vera Health, effective as of February 17, 2022 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's Class A common stock and Class B common stock was exchanged for $2.05 in cash (the "Merger Consideration") at the Effective Time. |
| 2. Each RSU represents a contingent right to receive one (1) share of the Class B Common Stock upon settlement for no consideration. |
| 3. 1/3 of the RSUs vested on February 16, 2022 and the remainder will vest quarterly over two years in equal installments, subject to the continuing service of the Reporting Person on each vesting date. |
| 4. 1/16th of the RSUs vested on February 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. |
| 5. Pursuant to the Merger Agreement, any RSUs that were unvested at the Effective Time were cancelled and converted at or immediately prior to the Effective Time into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration multiplied by (b) the total number of unvested shares subject to the RSUs (the "RSU Consideration"). The payment of the RSU Consideration will be subject to vesting in accordance with the vesting schedule applicable to such unvested RSUs immediately prior to Effective Time, subject to the Reporting Person remaining employed by or otherwise in service to the Surviving Corporation on each applicable vesting date. |
| 6. 1/16th of the RSUs vested on August 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. |
| 7. 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. |
| 8. 1/16th of the RSUs vested on November 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. |
| 9. 1/16th of the RSUs vested 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. |
| 10. 1/16th of the RSUs vested on May 16, 2021, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date. |
| 11. The stock option is fully vested and immediately exercisable. |
| 12. Each share of Class A Common Stock is convertible at any time at the option of the holder into one (1) share of Class B Common Stock. In addition, each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the transfer, whether or not for value, to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Restated Certificate of Incorporation in effect immediately prior to the Effective Time. The shares of Class A Common Stock have no expiration date. |
| 13. Each share of Class A Common Stock converted into one (1) share of Class B Common Stock at the Effective Time. |
| 14. Pursuant to the Merger Agreement, the option was cancelled and converted at or immediately prior to the Effective Time into a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option. |
| 15. The option exercise price is equal to or exceeds the Merger Consideration and therefore the option was automatically cancelled without consideration immediately prior to the Effective Time. |
| 16. The option vested as to 1/5th of the total number of shares on March 3, 2021, and thereafter vests as to 1/36th monthly over three years in equal installments, subject to the continuing service of the Reporting Person on each vesting date. |
| 17. Pursuant to the Merger Agreement, to the extent vested, the option was cancelled and converted at or immediately prior to the Effective Time into the right to receive a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option. To the extent unvested, the option was cancelled and converted at or immediately prior to the Effective Time into the right to receive a cash replacement amount equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option cash equivalent award valued based on the excess of the Merger Consideration over the option exercise price (the "Option Consideration"). [continued in fn 18]. |
| 18. [cont. from fn. 17] The payment of the Option Consideration will be subject to vesting in accordance with the vesting schedule applicable to the unvested portion of the option immediately prior to the Effective Time, subject to the Reporting Person remaining employed by or otherwise in service to the Surviving Corporation on each applicable vesting date. |
| Remarks: |
| /s/ Mary Ahern, as attorney-in-fact | 02/18/2022 | |
| ** 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). | ||
| 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. | ||