M.P. Eric Chan - Feb 17, 2022 Form 4 Insider Report for CASTLIGHT HEALTH, INC. (CSLT)

Role: Chief Accounting Officer
Signature: /s/ Mary Ahern, as attorney-in-fact
Stock symbol: CSLT
Transactions as of: Feb 17, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/18/2022, 01:04 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		-126K	-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)	Disposed to Issuer		-1.56K	-100%		0	Feb 17, 2022	Class B Common Stock	1.56K		Direct	F2, F3, F4
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		-56.3K	-100%		0	Feb 17, 2022	Class B Common Stock	56.3K		Direct	F2, F4, F6
transaction	CSLT	Restricted Stock Units (RSU)	Disposed to Issuer		-81.3K	-100%		0	Feb 17, 2022	Class B Common Stock	81.3K		Direct	F2, F4, F7
transaction	CSLT	Employee Stock Option (right to buy)	Disposed to Issuer		-8K	-100%		0	Feb 17, 2022	Class B Common Stock	8K	$3.60	Direct	F8, F9
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	F9, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

M.P. Eric Chan 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	1/16th of the RSUs vested on May 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.
F4	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.
F5	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.
F6	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.
F7	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.
F8	The option vests in equal quarterly installments over four years beginning on May 16, 2018, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person.
F9	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.
F10	The option vests in equal quarterly installments over four years beginning on May 16, 2019, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person.