Key facts
- This page summarizes David A. Ebersman's Form 4 filing for CASTLIGHT HEALTH, INC..
- 4 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 18 Feb 2022, 13:08.
David A. Ebersman - 17 Feb 2022 Form 4 Insider Report for CASTLIGHT HEALTH, INC.
- Reporting relationship
- Director
- Issuer ticker
- N/A
- Reported as of
- 17 Feb 2022
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 18 Feb 2022, 13:08:23 UTC
- Prior SEC filing
- 14 Jul 2021
- Next SEC filing
- 08 Jun 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ Mary Ahern, as attorney-in-fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
David A. Ebersman filed Form 4 for CASTLIGHT HEALTH, INC. on 18 Feb 2022.
Change
- Previous filing in this sequence was filed on 14 Jul 2021.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
CSLT
transaction
Class B Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -35,354
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 17 Feb 2022
- Ownership
- Direct
- Footnotes
- F1
CSLT
transaction
Class B Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -630,803
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 17 Feb 2022
- Ownership
- By family trust
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
CSLT
transaction
Derivative
Director Stock Option (right to buy)
Disposed to Issuer
- Transaction value
- Shares
- -25,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 17 Feb 2022
- Ownership
- Direct
- Underlying class
- Class B Common Stock
- Underlying amount
- 25,000
- Exercise price
- $16.00
- Footnotes
- F3, F4
CSLT
transaction
Derivative
Class A Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -28,571
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 17 Feb 2022
- Ownership
- Direct
- Underlying class
- Class B Common Stock
- Underlying amount
- 28,571
- Exercise price
- Footnotes
- F1, F5, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
David A. Ebersman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 6 footnotes
Footnote 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.
Footnote F2
The shares are held by The Ebersman Family Trust UTA dated 5/29/2002 of which the Reporting Person and his wife are co-trustees.
Footnote F3
The option is fully vested and exercisable.
Footnote F4
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.
Footnote F5
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.
Footnote F6
Each share of Class A Common Stock converted into one (1) share of Class B Common Stock at the Effective Time.