Ed Park - Feb 17, 2022 Form 4 Insider Report for CASTLIGHT HEALTH, INC. (CSLT)

Role
Director
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, 01:10 PM
Previous filing
Jun 14, 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 -405K -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 Director Stock Option (right to buy) Disposed to Issuer -50K -100% 0 Feb 17, 2022 Class B Common Stock 50K $15.03 Direct F2, F3
transaction CSLT Class A Common Stock Disposed to Issuer -28.6K -100% 0 Feb 17, 2022 Class B Common Stock 28.6K Direct F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ed Park 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 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 The option is fully vested and exercisable.
F3 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.
F4 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 immediately prior to the Effective Time. The shares of Class A Common Stock have no expiration date.
F5 Each share of Class A Common Stock converted into one (1) share of Class B Common Stock at the Effective Time.