OAK INVESTMENT PARTNERS XII L P - 4 filing on 2014-03-19

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

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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^*

OAK INVESTMENT PARTNERS XII L P

(Last)

(First)

(Middle)

901 MAIN AVENUE, SUITE 600

(Street)

NORWALK

06851

(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)
03/19/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$0⁽¹⁾	03/19/2014		C			814,884	⁽¹⁾	⁽¹⁾	Class A Common Stock⁽²⁾⁽³⁾	814,884	$0	0	D⁽⁴⁾
Series A-1 Convertible Preferred Stock	$0⁽¹⁾	03/19/2014		C			653,582	⁽¹⁾	⁽¹⁾	Class A Common Stock⁽²⁾⁽³⁾	653,582	$0	0	D⁽⁴⁾
Series B Convertible Preferred Stock	$0⁽¹⁾	03/19/2014		C			8,522,522	⁽¹⁾	⁽¹⁾	Class A Common Stock⁽²⁾⁽³⁾	8,522,522	$0	0	D⁽⁴⁾
Series C Convertible Preferred Stock	$0⁽¹⁾	03/19/2014		C			1,459,460	⁽¹⁾	⁽¹⁾	Class A Common Stock⁽²⁾⁽³⁾	1,459,460	$0	0	D⁽⁴⁾
Series D Convertible Preferred Stock	$0⁽¹⁾	03/19/2014		C			345,064	⁽¹⁾	⁽¹⁾	Class A Common Stock⁽²⁾⁽³⁾	345,064	$0	0	D⁽⁴⁾
Class A Common Stock	$0⁽²⁾⁽³⁾	03/19/2014		C		11,795,512⁽¹⁾		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class B Common Stock⁽³⁾	11,795,512	$0	11,917,744	D⁽⁴⁾

Explanation of Responses:

1. In connection with the consummation of the Issuer's initial public offering (the "IPO") on March 19, 2014, each share of Convertible Preferred Stock automatically converted into one (1) share of Class A Common Stock for no additional consideration. All shares of Class A Common Stock issued upon conversion were aggregated.

2. 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, that occurs after the closing of the IPO to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Restated Certificate of Incorporation in effect as of the date hereof. The shares of Class A Common Stock have no expiration date.

3. Each share of the Issuer's Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the earliest to occur of the following: (a) the first date on which the number of shares of Class A Common Stock then outstanding is less than 15,340,384 shares, (b) March 19, 2024, or (c) a time and date approved in writing by holders of at least a majority of the then-outstanding shares of Class A Common Stock. The shares of Class A Common Stock and Class B Common Stock have no expiration date.

4. Represents securities directly owned by Oak Investment Partners XII, L.P and indirectly by Oak Associates XII, LLC, the sole general partner of Oak Investment Partners XII, L.P., and the Managing Members of Oak Associates XII, LLC. The "Managing Members" of Oak Associates XII, LLC are Ann H. Lamont, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Iftikar A. Ahmed, Grace A. Ames, Gerald R. Gallagher and Warren B. Riley. Such Managing Members have shared voting and investment control over all of the shares held by Oak Investment Partners XII, L.P.

Remarks:

	/s/ Ann H. Lamont, Managing Member of Oak Associates XII, LLC, its General Partner	03/19/2014
	** Signature of Reporting Person	Date
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