| 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, F2 | ||
| transaction | CSLT | Class B Common Stock | Disposed to Issuer | -5.26M | -100% | 0 | Feb 17, 2022 | By Funds | F1, F3, F4 |
| 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 | -25K | -100% | 0 | Feb 17, 2022 | Class B Common Stock | 25K | $16.00 | Direct | F5, F6 | ||
| 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, F3, F4, F7, F8 |
Bryan E. Roberts is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | The reporting person is a member of VR Management, LLC (the "Management Company"). Under an agreement between the reporting person and the Management Company, the reporting person is deemed to hold the reported shares for the sole benefit of the Management Company and must exercise the reported shares solely upon the direction of the Management Company, which is entitled to the shares. The Management Company may be deemed the indirect beneficial owner of the reported shares, and the reporting person may be deemed the indirect beneficial owner of the reported shares through his interest in the Management Company. The reporting person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |
| F3 | 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. |
| F4 | 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 reporting person is a member of the Venrock GP Entities and may be deemed to beneficially own these shares. The reporting person and the Venrock GP Entities expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein. |
| F5 | The option is fully vested and exercisable. |
| F6 | 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 Date. |
| F7 | 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. |
| F8 | Each share of Class A Common Stock converted into one (1) share of Class B Common Stock at the Effective Time. |