Statement of Changes in Beneficial Ownership (4)
July 14 2017 - 5:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MAVERICK CAPITAL LTD
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2. Issuer Name
and
Ticker or Trading Symbol
CASTLIGHT HEALTH, INC.
[
CSLT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
300 CRESCENT COURT, 18TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/12/2017
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(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common Stock
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7/12/2017
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C
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517358
(1)
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A
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$0
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1739167
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I
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See footnote
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class A Common Stock
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$0
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7/12/2017
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C
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517358
(1)
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(1)
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(1)
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Class B Common Stock
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517358
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$0
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7216028
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I
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See footnote
(2)
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Explanation of Responses:
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(1)
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Each share of Class A Common Stock is convertible into one share of Class B Common Stock without payment of any additional consideration.
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(2)
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Maverick Capital, Ltd. ("Maverick Capital") is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and acts as the investment manager for each of the portfolio funds for which David B. Singer holds the RSUs and that directly hold the remaining reported securities. Maverick Capital Management, LLC ("Maverick Management") is the general partner of Maverick Capital. Lee S. Ainslie III is the manager of Maverick Management. Andrew H. Warford serves as the Chairman of the Stock Committee of Maverick Capital. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MAVERICK CAPITAL LTD
300 CRESCENT COURT
18TH FLOOR
DALLAS, TX 75201
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X
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MAVERICK CAPITAL MANAGEMENT LLC
300 CRESCENT COURT
18TH FLOOR
DALLAS, TX 75201
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X
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AINSLIE LEE S III
767 FIFTH AVENUE
11TH FLOOR
NEW YORK, NY 10153
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X
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Warford Andrew Held
300 CRESCENT COURT
18TH FLOOR
DALLAS, TX 75201
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X
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Signatures
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/s/ John T. McCafferty, Attorney-in-Fact
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7/14/2017
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**
Signature of Reporting Person
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Date
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/s/ John T. McCafferty, Attorney-in-Fact
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7/14/2017
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**
Signature of Reporting Person
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Date
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/s/ John T. McCafferty, Attorney-in-Fact
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7/14/2017
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**
Signature of Reporting Person
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Date
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/s/ John T. McCafferty, Attorney-in-Fact
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7/14/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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