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Form 4 CASTLIGHT HEALTH, INC. For: Feb 17 Filed by: Venrock Associates VI, L.P.

February 18, 2022 2:14 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
VENROCK ASSOCIATES V LP
(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVENUE
(Street)
PALO ALTO CA 94304
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CASTLIGHT HEALTH, INC. [ CSLT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 02/17/2022   D   5,255,264 D (1) 0 I By Funds (2) (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock (4) 02/17/2022   D     15,568,571   (4) (5)   (4) (5) Class B Common Stock 15,568,571 (1) 0 I By Funds (2) (3)
Explanation of Responses:
1. 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.
2. 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.
3. 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 Venrock GP Entities expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
4. 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.
5. Each share of Class A Common Stock converted into one (1) share of Class B Common Stock at the Effective Time.
/s/ David L. Stepp, Authorized Signatory 02/18/2022
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 02/18/2022
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 02/18/2022
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 02/18/2022
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 02/18/2022
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 02/18/2022
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 02/18/2022
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 02/18/2022
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 02/18/2022
** Signature of Reporting Person Date
David L. Stepp, Authorized Signatory 02/18/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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