William Bondurant - Jan 12, 2022 Form 4 Insider Report for CASTLIGHT HEALTH, INC. (CSLT)

Signature
/s/ Mary Ahern, as attorney-in-fact
Stock symbol
CSLT
Transactions as of
Jan 12, 2022
Transactions value $
$0
Form type
4
Date filed
2/18/2022, 01:03 PM
Previous filing
Nov 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CSLT Class B Common Stock Disposed to Issuer -356K -100% 0 Feb 17, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CSLT Restricted Stock Units (RSU) Award $0 +64.1K $0.00 64.1K Jan 12, 2022 Class B Common Stock 64.1K Direct F2, F3
transaction CSLT Restricted Stock Units (RSU) Disposed to Issuer -9.38K -100% 0 Feb 17, 2022 Class B Common Stock 9.38K Direct F2, F4, F5
transaction CSLT Restricted Stock Units (RSU) Disposed to Issuer -3.75K -100% 0 Feb 17, 2022 Class B Common Stock 3.75K Direct F2, F4, F5
transaction CSLT Restricted Stock Units (RSU) Disposed to Issuer -14.1K -100% 0 Feb 17, 2022 Class B Common Stock 14.1K Direct F2, F5, F6
transaction CSLT Restricted Stock Units (RSU) Disposed to Issuer -141K -100% 0 Feb 17, 2022 Class B Common Stock 141K Direct F2, F5, F7
transaction CSLT Restricted Stock Units (RSU) Disposed to Issuer -169K -100% 0 Feb 17, 2022 Class B Common Stock 169K Direct F2, F5, F8
transaction CSLT Restricted Stock Units (RSU) Disposed to Issuer -208K -100% 0 Feb 17, 2022 Class B Common Stock 208K Direct F2, F5, F9
transaction CSLT Restricted Stock Units (RSU) Disposed to Issuer -64.1K -100% 0 Feb 17, 2022 Class B Common Stock 64.1K Direct F2, F3, F5
transaction CSLT Employee Stock Option (right to buy) Disposed to Issuer -1.75K -100% 0 Feb 17, 2022 Class A Common Stock 1.75K $1.29 Direct F10, F11, F12, F13
transaction CSLT Employee Stock Option (right to buy Disposed to Issuer -5.76K -100% 0 Feb 17, 2022 Class A Common Stock 5.76K $2.35 Direct F10, F11, F12, F14
transaction CSLT Employee Stock Option (right to buy Disposed to Issuer -25.5K -100% 0 Feb 17, 2022 Class B Common Stock 25.5K $2.99 Direct F10, F14
transaction CSLT Employee Stock Option (right to buy Disposed to Issuer -10K -100% 0 Feb 17, 2022 Class B Common Stock 10K $3.22 Direct F14, F15
transaction CSLT Employee Stock Option (right to buy Disposed to Issuer -257K -100% 0 Feb 17, 2022 Class B Common Stock 257K $1.42 Direct F16, F17, F18
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

William Bondurant is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Each RSU represents a contingent right to receive one (1) share of the Class B Common Stock upon settlement for no consideration.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.
F10 The option is fully vested and exercisable.
F11 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.
F12 Each share of Class A Common Stock converted into one (1) share of Class B Common Stock at the Effective Time.
F13 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.
F14 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.
F15 The option vested as to 1/12th of the total number of shares on May 16, 2019, and thereafter vests in equal quarterly installments, subject to the continuing service of the Reporting Person on each vesting date.
F16 The option vested as to 1/16th of the total number of shares on February 16, 2020, and thereafter vests 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.
F17 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 (the "Option Consideration"). [Continued in fn (18)]
F18 [Continuation of 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.