Amended Statement of Ownership (sc 13g/a)
January 18 2019 - 4:38PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G/A
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 1)*
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Castlight
Health, Inc.
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(Name
of Issuer)
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Class B Common Stock, par value $0.0001 per share
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(Title
of Class of Securities)
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14862Q100
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(CUSIP
Number)
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December
31, 2018
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 14862Q100
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13G/A
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Page
2 of 6
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1.
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Names Of Reporting
Person
I.R.S. Identification
No. Of Above Person (Entities Only)
Neil Gagnon
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2.
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check the appropriate box if a group
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(a)
o
(
b)
x
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3.
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sec use only
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4.
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citizenship or
place of organization
USA
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
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433,050
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6.
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shared voting power
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3,492,984
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7.
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sole dispositive power
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433,050
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8.
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shared dispositive power
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3,565,885
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9.
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aggregate amount beneficially owned by each reporting person
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3,998,935
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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3.9%
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12.
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type of reporting person (See Instructions)
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IN
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CUSIP No. 14862Q100
|
13G/A
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Page
3 of 6
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(a)
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Name
of Issuer:
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Castlight Health, Inc.
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(b)
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Address
of Issuer’s Principal
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150 Spear Street, Suite 400
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Executive Offices:
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San Francisco, CA 94105
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Item
2.
(a)
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Name
of Person Filing:
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Neil
Gagnon has sole voting and dispositive power over 433,050 shares of the Issuer’s Class B Common Stock, par value $0.0001
per share (the “common stock”). In addition, Mr. Gagnon has shared voting power over 3,492,984 shares of common stock
and shared dispositive power over 3,565,885 shares of common stock.
Mr.
Gagnon is the managing member and principal owner of Gagnon Securities LLC (“GS”), an investment adviser registered
with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations,
partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice. GS and Mr. Gagnon
may be deemed to share voting power with respect to 2,103,066 shares of common stock held in the Accounts and dispositive power
with respect to 2,159,224 shares of common stock held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership
of all securities held in the Accounts.
Mr.
Gagnon is also the Chief Executive Officer of Gagnon Advisors, LLC (“Gagnon Advisors”), an investment adviser registered
with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates,
LLC (“GIA”), a private investment fund, may be deemed to share voting and dispositive power with respect to the 1,169,056
shares of common stock held by GIA. Gagnon Advisors and Mr. Gagnon expressly disclaim beneficial ownership of all securities held
by GIA.
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(b)
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Address
of Principal Business Office
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1370
Ave. of the Americas, 24
th
Floor
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or, if none, Residence:
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New York, NY 10019
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(c)
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Citizenship:
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USA
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(d)
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Title of Class
of Securities:
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Class B Common Stock, par value $0.0001 per share
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(e)
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CUSIP Number:
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14862Q100
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CUSIP No. 14862Q100
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13G/A
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Page
4 of 6
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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o
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An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding
company or control person in accordance with § 13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance
with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution: _____
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CUSIP
No. 14862Q100
|
13G/A
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Page
5 of 6
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned:
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3,998,935
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(b)
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Percent
of class:
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3.9%
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Calculation
of percentage of beneficial ownership is based on 101,652,931 shares of the Issuer’s common stock outstanding as of November
5, 2018, as reported on the Issuer’s Form 10-Q filed on November 7, 2018.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
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433,050
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(ii)
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Shared
power to vote or to direct the vote:
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3,492,984
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(iii)
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Sole
power to dispose or to direct the disposition of:
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433,050
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(iv)
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Shared
power to dispose or to direct the disposition of:
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3,565,885
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Item
5
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
x
.
Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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The
Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Person, the interest in any
such account does not exceed 5% of the class of securities. Except to the extent described herein, the Reporting Person disclaims
beneficial ownership of all such securities.
Items
7 – 9.
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Not
Applicable.
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CUSIP
No. 14862Q100
|
13G/A
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Page
6 of 6
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under Section 230.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 18, 2019
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NEIL GAGNON
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/s/ Neil Gagnon
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