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.
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
03)*
Castlight Health, Inc.
(Name
of Issuer)
Class B Common Stock, par value $0.0001 per share
14862Q100
December 31, 2017
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
x
Rule
13d-1(d)
*
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 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Colella Giovanni M. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| U.S.A. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 670,081 (1)(2) | |||||
| 6 | SHARED VOTING POWER | ||||
| 4,905,766 (1)(3) | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 670,081 (1)(2) | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 4,905,766 (1)(3) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 5,575,847 (1)(2)(3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 6.79 (4)% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
FOOTNOTES | |||||
| (1) Each share of Class A Common Stock is convertible at any time at the election of the holder into one share of Class B Common Stock.
(2) Includes 509,638 shares of Class A Common Stock held by The Giovanni Matteo Colella 2016 Grantor Retained Annuity Trust – I and 160,443 shares of Class A Common Stock held by The Giovanni Matteo Colella 2016 Grantor Retained Annuity Trust – II, of which the Reporting Person may be deemed to have voting or dispositive power. (3) Includes 4,455,766 shares of Class A Common Stock held by The Giovanni & Vanessa Colella Revocable Trust Dated 11/26/05. Also includes 450,000 shares of Class A Common Stock subject to options held by the Reporting Person that are exercisable within 60 days of December 31, 2017. (4) The percentage reported in row 11 is calculated in accordance with Rule 13d-3 based on the aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person assuming conversion of such stock into Class B Common Stock (and excluding the conversion of shares of Class A Common Stock held by other persons) and an aggregate of 81,685,875 shares of Class B common stock outstanding as of December 31, 2017, as reported by the Issuer to the Reporting Person, plus the number of shares of stock options held by the Reporting Person, which are treated as converted into common stock only for the purpose of computing the percentage ownership of the Reporting Person. | |||||
| CUSIP No. | 14862Q100 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Vanessa S. Colella | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| U.S.A. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 670,081 (1)(2) | |||||
| 6 | SHARED VOTING POWER | ||||
| 4,905,766 (1)(3) | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 670,081 (1)(2) | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 4,905,766 (1)(3) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 5,575,847 (1)(2)(3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 6.79 (4)% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
FOOTNOTES | |||||
| (1) Each share of Class A Common Stock is c
onvertible at any time at the election of the holder into one share of Class B Common Stock.
(2) Includes 509,638 shares of Class A Common Stock held by The Vanessa Stevens Colella 2016 Grantor Retained Annuity Trust I, and 160,443 shares of Class A Common Stock held by The Vanessa Stevens Colella 2016 Grantor Retained Annuity Trust II, of which the Reporting Person may be deemed to have voting or dispositive power. (3) Includes 4,455,766 shares of Class A Common Stock held by The Giovanni & Vanessa Colella Revocable Trust Dated 11/26/05. Also includes 450,000 shares of Class A Common Stock subject to options held by the Reporting Person’s spouse that are exercisable within 60 days of December 31, 2017. (4) The percentage reported in row 11 is calculated in accordance with Rule 13d-3 based on the aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person assuming conversion of such stock into Class B Common Stock (and excluding the conversion of shares of Class A Common Stock held by other persons) and an aggregate of 81,685,875 shares of Class B common stock outstanding as of December 31, 2017, as reported by the Issuer to the Reporting Person, plus the number of shares of stock options held by the Reporting Person’s spouse, which are treated as converted into common stock only for the purpose of computing the percentage ownership of the Reporting Person. | |||||
| CUSIP No. | 14862Q100 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Giovanni & Vanessa Colella Revocable Trust Dtd 11/26/05 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 4,455,766 (1)(2) | |||||
| 6 | SHARED VOTING POWER | ||||
| 0 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 4,455,766 (1)(2) | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 4,455,766 (1)(2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 5.45 (3)% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| N/A | |||||
FOOTNOTES | |||||
| (1) Each share of Class A Common Stock is convertible at any time at the election of the holder into one share of Class B Common Stock.
(2) Includes 4,455,766 shares of Class A Common Stock held by The Giovanni & Vanessa Colella Revocable Trust Dated 11/26/05, of which the Reporting Person may be deemed to have voting or dispositive power. (3) The percentage reported in row 11 is calculated in accordance with Rule 13d-3 based on the aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person assuming conversion of such stock into Class B Common Stock (and excluding the conversion of shares of Class A Common Stock held by other persons) and an aggregate of 81,685,875 shares of Class B common stock outstanding as of December 31, 2017, as reported by the Issuer to the Reporting Person. | |||||
Item
1.
(a) | Name
of Issuer |
Castlight Health, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
150 Spear Street, Suite 400
San Francisco, CA 94105 |
Item
2.
(a) | Name
of Person Filing |
| (1) | Colella Giovanni M. | ||
| (2) | Vanessa S. Colella | ||
| (3) | Giovanni & Vanessa Colella Revocable Trust Dtd 11/26/05 | ||
(b) | Address
of Principal Business Office or, if none, Residence |
| (1) | Colella Giovanni M. 301 Mission Street, Apt. 48C San Francisco, CA 94105 |
| (2) | Vanessa S. Colella 301 Mission Street, Apt. 48C San Francisco, CA 94105 |
| (3) | Giovanni & Vanessa Colella Revocable Trust Dtd 11/26/05 301 Mission Street, Apt. 48C San Francisco, CA 94105 |
(c) | Citizenship |
| (1) | Colella Giovanni M.: U.S.A. |
| (2) | Vanessa S. Colella: U.S.A. |
| (3) | Giovanni & Vanessa Colella Revocable Trust Dtd 11/26/05: California |
(d) | Title
of Class of Securities |
Class B Common Stock, par value $0.0001 per share |
(e) | CUSIP
Number |
14862Q100 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | 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 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A 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:
Not applicable. |
Item
4. | Ownership. |
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) |
Amount beneficially owned:
|
| (1) | Colella Giovanni M.: 5,575,847 |
| (2) | Vanessa S. Colella: 5,575,847 |
| (3) | Giovanni & Vanessa Colella Revocable Trust Dtd 11/26/05: 4,455,766 |
(b) |
Percent of class: |
| (1) | Colella Giovanni M.: 6.79% |
| (2) | Vanessa S. Colella: 6.79% |
| (3) | Giovanni & Vanessa Colella Revocable Trust Dtd 11/26/05: 5.45% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
|
| (1) | Colella Giovanni M.: 670,081 |
| (2) | Vanessa S. Colella: 670,081 |
| (3) | Giovanni & Vanessa Colella Revocable Trust Dtd 11/26/05: 4,455,766 |
(ii) |
Shared power to vote or to direct the vote:
|
| (1) | Colella Giovanni M.: 4,905,766 |
| (2) | Vanessa S. Colella: 4,905,766 |
| (3) | Giovanni & Vanessa Colella Revocable Trust Dtd 11/26/05: 0 |
(iii) |
Sole power to dispose or to direct the disposition of:
|
| (1) | Colella Giovanni M.: 670,081 |
| (2) | Vanessa S. Colella: 670,081 |
| (3) | Giovanni & Vanessa Colella Revocable Trust Dtd 11/26/05: 4,455,766 |
(iv) |
Shared power to dispose or to direct the disposition of:
|
| (1) | Colella Giovanni M.: 4,905,766 |
| (2) | Vanessa S. Colella: 4,905,766 |
| (3) | Giovanni & Vanessa Colella Revocable Trust Dtd 11/26/05: 0 |
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
o
.
Not applicable.
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 |
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. |
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.
Date:
February 12, 2018 | By:
| /s/ Giovanni Colella | |
| Name: Giovanni Colella | |||
Date:
February 12, 2018 | By:
| /s/ Vanessa S. Colella | |
| Name: Vanessa S. Colella | |||
Date:
February 12, 2018 | By:
| /s/ Giovanni Colella | |
| Name: Giovanni Colella | |||
| Title: Co-Trustee | |||
Footnotes: | For further information on Item 4, see footnotes corresponding to each Reporting Person's ownership amounts on the cover page for each Reporting Person. |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |