Venrock Associates V Lp - Feb 17, 2022 Form 4 Insider Report for CASTLIGHT HEALTH, INC. (CSLT)

Role
10%+ Owner
Signature
/s/ David L. Stepp, Authorized Signatory
Stock symbol
CSLT
Transactions as of
Feb 17, 2022
Transactions value $
$0
Form type
4
Date filed
2/18/2022, 01:13 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CSLT Class B Common Stock Disposed to Issuer -5.26M -100% 0 Feb 17, 2022 By Funds F1, F2, F3

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 Class A Common Stock Disposed to Issuer -15.6M -100% 0 Feb 17, 2022 Class B Common Stock 15.6M By Funds F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Venrock Associates V Lp 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 at the Effective Time.
F2 Venrock Associates VI, L.P. ("VA6") held an aggregate of 3,707,442 shares of Class B Common Stock, Venrock Partners VI, L.P. ("VP6") held an aggregate of 291,092 shares of Class B Common Stock, Venrock Associates V, L.P. ("VA5") held an aggregate of 1,133,948 shares of Class B Common Stock and 14,047,522 shares of Class A Common Stock, Venrock Partners V, L.P. ("VP5") held an aggregate of 96,139 shares of Class B Common Stock and 1,190,996 shares of Class A Common Stock and Venrock Entrepreneurs Fund V, L.P. ("VEF5") held an aggregate of 26,643 shares of Class B Common Stock and 330,053 shares of Class A Common Stock.
F3 Venrock Management VI, LLC, Venrock Partners Management VI, LLC, Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (collectively, the "Venrock GP Entities") are the sole general partners of VA6, VP6, VA5, VEF5 and VP5, respectively, and may be deemed to beneficially own these shares. The Venrock GP Entities expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
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.