Edgar Filing: CASTLIGHT HEALTH, INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Allen Naomi L

2. Date of Event Requiring Statement (Month/Day/Year)
03/13/2014

3. Issuer Name and Ticker or Trading Symbol
CASTLIGHT HEALTH, INC. [CSLT]

(Last)

(First)

(Middle)

C/O CASTLIGHT HEALTH, INC.,Â TWO RINCON CTR, 121 SPEAR ST, STE 300

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN FRANCISCO,Â CAÂ 94105

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	Â ⁽¹⁾⁽²⁾	Â ⁽¹⁾⁽²⁾	Class B Common Stock ⁽²⁾	902,777	$ 0 ⁽¹⁾ ⁽²⁾	D	Â
Series A Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Class A Common Stock ⁽¹⁾ ⁽²⁾	18,517	$ 0 ⁽³⁾	D	Â
Series A-1 Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Class A Common Stock ⁽¹⁾ ⁽²⁾	73,943	$ 0 ⁽³⁾	D	Â
Series B Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Class A Common Stock ⁽¹⁾ ⁽²⁾	6,306	$ 0 ⁽³⁾	D	Â
Series C Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Class A Common Stock ⁽¹⁾ ⁽²⁾	10,883	$ 0 ⁽³⁾	D	Â
Employee Stock Option (right to buy)	Â ⁽⁴⁾	05/17/2019	Class A Common Stock ⁽¹⁾ ⁽²⁾	50,000	$ 0.06	D	Â
Employee Stock Option (right to buy)	Â ⁽⁵⁾	05/17/2019	Class A Common Stock ⁽¹⁾ ⁽²⁾	50,000	$ 0.06	D	Â
Employee Stock Option (right to buy)	Â ⁽⁴⁾	05/17/2019	Class A Common Stock ⁽¹⁾ ⁽²⁾	50,000	$ 0.06	D	Â
Employee Stock Option (right to buy)	Â ⁽⁴⁾	02/09/2020	Class A Common Stock ⁽¹⁾ ⁽²⁾	121,500	$ 0.32	D	Â
Employee Stock Option (right to buy)	Â ⁽⁶⁾	07/11/2022	Class A Common Stock ⁽¹⁾ ⁽²⁾	173,279	$ 1.09	D	Â
Employee Stock Option (right to buy)	Â ⁽⁷⁾	04/08/2023	Class A Common Stock ⁽¹⁾ ⁽²⁾	20,000	$ 1.12	D	Â
Employee Stock Option (right to buy)	Â ⁽⁸⁾	10/24/2023	Class A Common Stock ⁽¹⁾ ⁽²⁾	75,000	$ 2.35	D	Â
Employee Stock Option (right to buy)	Â ⁽⁸⁾	03/12/2024	Class B Common Stock	30,000	$ 16	D	Â
Class A Common Stock	Â ⁽¹⁾⁽²⁾	Â ⁽¹⁾⁽²⁾	Class B Common Stock ⁽²⁾	75,000	$ 0 ⁽¹⁾ ⁽²⁾	I	By grantor retained annuity trust ⁽⁹⁾
Class A Common Stock	Â ⁽¹⁾⁽²⁾	Â ⁽¹⁾⁽²⁾	Class B Common Stock ⁽²⁾	75,000	$ 0 ⁽¹⁾ ⁽²⁾	I	By grantor retained annuity trust ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Allen Naomi L C/O CASTLIGHT HEALTH, INC. TWO RINCON CTR, 121 SPEAR ST, STE 300 SAN FRANCISCO,Â CAÂ 94105	Â	Â X	Â	Â

Signatures

/s/ Charles Ott, by power of attorney		03/13/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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, pursuant to the Issuer's Restated Certificate of Incorporation (the "Post-Effective Certificate") that will be effective upon the consummation of the Issuer's initial public offering of its Class B Common Stock (the "IPO"), 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, that occurs after the closing of the Issuer's IPO to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Post-Effective Certificate. The shares of Class A Common Stock have no expiration date.
(2)	Pursuant to the Post-Effective Certificate, each share of the Issuer's Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the earliest to occur of the following: (a) the first date on which the number of shares of Class A Common Stock then outstanding falls below twenty percent of the number of shares of Class A common stock outstanding as of the closing of the IPO, (b) the ten year anniversary of the closing of the IPO, or (c) a time and date approved in writing by holders of at least a majority of the then-outstanding shares of Class A Common Stock. The shares of Class A Common Stock and Class B Common Stock have no expiration date.
(3)	Each share of Convertible Preferred Stock will be automatically converted into one (1) share of Class A Common Stock immediately prior to the consummation of the IPO, and has no expiration date.
(4)	This stock option has fully vested and is immediately exercisable.
(5)	This stock option vests in 24 equal monthly installments beginning January 31, 2014, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.
(6)	1/8th of the shares subject to the option vested on July 26, 2012. Thereafter, the shares vest in 42 equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.
(7)	20% of the shares subject to the option will vest on the one-year anniversary of the vesting commencement date. Thereafter, the shares will vest in twelve installments each consisting of 1.667% of the shares subject to the option after the completion of each additional consecutive month of service, then with respect to the remaining shares, in 24 equal installments upon the completion of each additional consecutive month of service thereafter.
(8)	This stock option vests in 48 equal monthly installments beginning one month after the vesting commencement date, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.
(9)	Reporting Person serves as trustee and sole beneficiary.
(10)	Reporting Person's spouse serves as trustee and sole beneficiary.

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