Sec Form 13G Filing - OAK MANAGEMENT CORP filing for CASTLIGHT HEALTH INC. (CSLT) - 2020-01-23

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 

Castlight Health, Inc.

(Name of Issuer)
 

Class B Common Stock, $0.0001 par value per share

(Title of Class of Securities)
 

14862Q100

(CUSIP Number)
 

December 31, 2019

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
 
(Page 1 of 14 Pages)

 

______________________________

*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

13G/A

Page 2 of 14 Pages

 

1

NAME OF REPORTING PERSON

Oak Investment Partners XII, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

2,964,186 shares of Class B Common Stock

6

SHARED VOTING POWER

0 shares of Class B Common Stock

7

SOLE DISPOSITIVE POWER

2,964,186 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

0 shares of Class B Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,964,186 shares of Class B Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.67%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 14862Q100

13G/A

Page 3 of 14 Pages

 

1

NAME OF REPORTING PERSON

Oak Associates XII, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0 shares of Class B Common Stock

6

SHARED VOTING POWER

2,964,186 shares of Class B Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

2,964,186 shares of Class B Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,964,186 shares of Class B Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.67%

12

TYPE OF REPORTING PERSON

OO-LLC

         

 

CUSIP No. 14862Q100

13G/A

Page 4 of 14 Pages

 

1

NAME OF REPORTING PERSON

Oak Management Corporation

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0 shares of Class B Common Stock

6

SHARED VOTING POWER

2,964,186 shares of Class B Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

2,964,186 shares of Class B Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,964,186 shares of Class B Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.67%

12

TYPE OF REPORTING PERSON

CO

         

 

CUSIP No. 14862Q100

13G/A

Page 5 of 14 Pages

 

1

NAME OF REPORTING PERSON

Bandel L. Carano

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0 shares of Class B Common Stock

6

SHARED VOTING POWER

2,964,186 shares of Class B Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

2,964,186 shares of Class B Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,964,186 shares of Class B Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.67%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 14862Q100

13G/A

Page 6 of 14 Pages

 

1

NAME OF REPORTING PERSON

Edward F. Glassmeyer

2 CHECK THE APPROPRI ATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0 shares of Class B Common Stock

6

SHARED VOTING POWER

2,964,186 shares of Class B Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

2,964,186 shares of Class B Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,964,186 shares of Class B Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.67%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 14862Q100

13G/A

Page 7 of 14 Pages

 

1

NAME OF REPORTING PERSON

Fredric W. Harman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0 shares of Class B Common Stock

6

SHARED VOTING POWER

2,964,186 shares of Class B Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

2,964,186 shares of Class B Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,964,186 shares of Class B Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.67%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 14862Q100

13G/A

Page 8 of 14 Pages

 

1

NAME OF REPORTING PERSON

Ann H. Lamont

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0 shares of Class B Common Stock

6

SHARED VOTING POWER

2,964,186 shares of Class B Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

2,964,186 shares of Class B Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,964,186 shares of Class B Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.67%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 14862Q100

13G/A

Page 9 of 14 Pages

 

1

NAME OF REPORTING PERSON

Grace A. Ames

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0 shares of Class B Common Stock

6

SHARED VOTING POWER

2,964,186 shares of Class B Common Stock

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

2,964,186 shares of Class B Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,964,186 shares of Class B Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.67%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 14862Q100

13G/A

Page 10 of 14 Pages

 

Item 1(a). NAME OF ISSUER
  Castlight Health, Inc.
   
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  150 Spear Street, Suite 400
  San Francisco, CA 94105
   
Item 2(a). NAME OF PERSON FILING
  Oak Investment Partners XII, Limited Partnership ("Oak XII")
  Oak Associates XII, LLC ("Oak Associates XII")
  Oak Management Corporation ("Oak Management")
  Bandel L. Carano
  Edward F. Glassmeyer
  Fredric W. Harman
  Ann H. Lamont
  Grace A. Ames
   
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  c/o Oak Management Corporation
  901 Main Avenue, Suite 600
  Norwalk, CT 06851
   
Item 2(c). CITIZENSHIP
  Please refer to Item 4 on each cover sheet for each filing person.
   
Item 2(d)

TITLE OF CLASS OF SECURITIES

  Class B Common Stock, $0.0001 par value per share (the "Class B Common Stock")
   
Item 2(e). CUSIP NUMBER
  14862Q100
   
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
       

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;

 

CUSIP No. 14862Q100

13G/A

Page 11 of 14 Pages

 

  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution: _____________________________

   

 

Item 4. OWNERSHIP
 

The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is hereby incorporated by reference.

 

The approximate percentages of shares of Class B Common Stock reported as beneficially owned by the Reporting Persons are based upon approximately 111,141,225 shares of Class B Common Stock outstanding as of October 25, 2019, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 filed by the Company with the Securities and Exchange Commission on October 31, 2019.

 

Oak Associates XII is the general partner of Oak XII. Oak Management is the manager of Oak XII. Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont, and Grace A. Ames are the managing members of Oak Associates XII and, as such, may be deemed to possess shared beneficial ownership of the shares of Class B Common Stock held by Oak XII.

 

By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a “group” and disclaims beneficial ownership of all shares of Class B Common Stock or securities convertible into or exercisable for Class B Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be.

 

 

CUSIP No. 14862Q100

13G/A

Page 12 of 14 Pages

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
  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. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
  Not applicable.
   
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
  Not applicable.
   
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  Not applicable.
   
Item 9. NOTICE OF DISSOLUTION OF GROUP
  Not applicable.
     
Item 10 CERTIFICATION  
  Not applicable.  
     
       

 

 

 

CUSIP No. 14862Q100

13G/A

Page 13 of 14 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: January 23, 2020

 

Entities:

Oak Investment Partners XII, Limited Partnership

Oak Associates XII, LLC

Oak Management Corporation

   
     
     
/s/ Edward F. Glassmeyer    
Name: Edward F. Glassmeyer    
Title: General Partner or Managing Member or attorney-in-fact for the above-listed entities    
     

Individuals:

Bandel L. Carano

Edward F. Glassmeyer

Fredric W. Harman

Ann H. Lamont

Grace A. Ames

   
     
/s/ Edward F. Glassmeyer    
Edward F. Glassmeyer, individually and as attorney-in-fact for the above-listed individuals    
     
     

 

 

CUSIP No. 14862Q100

13G/A

Page 14 of 14 Pages

INDEX TO EXHIBITS

 

EXHIBIT A - Joint Filing Agreement (previously filed)

 

EXHIBIT B - Power of Attorney (previously filed)