Filing Details

Accession Number:
0000902664-17-001214
Form Type:
13G Filing
Publication Date:
2017-02-14 15:07:48
Filed By:
Oak Management Corp
Company:
Castlight Health Inc. (NYSE:CSLT)
Filing Date:
2017-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Oak Investment Partners XII, Limited Partnership 11,986,494 0 11,986,494 0 11,986,494 19.34%
Oak Associates XII 0 11,986,494 0 11,986,494 11,986,494 19.34%
Oak Management Corporation 0 11,986,494 0 11,986,494 11,986,494 19.34%
Bandel L. Carano 0 11,986,494 0 11,986,494 11,986,494 19.34%
Edward F. Glassmeyer 0 11,986,494 0 11,986,494 11,986,494 19.34%
Fredric W. Harman 0 11,986,494 0 11,986,494 11,986,494 19.34%
Ann H. Lamont 0 11,986,494 0 11,986,494 11,986,494 19.34%
Grace A. Ames 0 11,986,494 0 11,986,494 11,986,494 19.34%
Filing

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

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, 2016

(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).

 

 

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

11,986,494 shares of Class B Common Stock1

6

SHARED VOTING POWER

0 shares of Class B Common Stock

7

SOLE DISPOSITIVE POWER

11,986,494 shares of Class B Common Stock1

8

SHARED DISPOSITIVE POWER

0 shares of Class B Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,986,494 shares of Class B Common Stock1

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.34%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

______________________

1 Represents 11,917,744 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock, 12,500 shares of Class B Common Stock plus options to acquire 56,250 shares of Class B Common Stock.

 

 

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

11,986,494 shares of Class B Common Stock2

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

11,986,494 shares of Class B Common Stock2

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,986,494 shares of Class B Common Stock2

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.34%

12

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

______________________

2 Represents 11,917,744 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock, 12,500 shares of Class B Common Stock plus options to acquire 56,250 shares of Class B Common Stock.

 

 

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

11,986,494 shares of Class B Common Stock3

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

11,986,494 shares of Class B Common Stock3

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,986,494 shares of Class B Common Stock3

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.34%

12

TYPE OF REPORTING PERSON

CO

         

 

 

 

 

 

 

 

 

 

 

 

 

 

______________________

3 Represents 11,917,744 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock, 12,500 shares of Class B Common Stock plus options to acquire 56,250 shares of Class B Common Stock.

 

 

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

11,986,494 shares of Class B Common Stock4

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

11,986,494 shares of Class B Common Stock4

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,986,494 shares of Class B Common Stock4

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.34%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

 

 

 

 

 

 

 

 

______________________

4 Represents 11,917,744 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock, 12,500 shares of Class B Common Stock plus options to acquire 56,250 shares of Class B Common Stock.

 

 

1

NAME OF REPORTING PERSON

Edward F. Glassmeyer

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

11,986,494 shares of Class B Common Stock5

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

11,986,494 shares of Class B Common Stock5

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,986,494 shares of Class B Common Stock5

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.34%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

 

 

 

 

 

 

 

 

 

______________________

5 Represents 11,917,744 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock, 12,500 shares of Class B Common Stock plus options to acquire 56,250 shares of Class B Common Stock.

 

 

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

11,986,494 shares of Class B Common Stock6

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

11,986,494 shares of Class B Common Stock6

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,986,494 shares of Class B Common Stock6

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.34%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

______________________

6 Represents 11,917,744 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock, 12,500 shares of Class B Common Stock plus options to acquire 56,250 shares of Class B Common Stock.

 

 

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

11,986,494 shares of Class B Common Stock7

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

11,986,494 shares of Class B Common Stock7

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,986,494 shares of Class B Common Stock7

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.34%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

 

 

 

 

 

 

 

 

 

______________________

7 Represents 11,917,744 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock, 12,500 shares of Class B Common Stock plus options to acquire 56,250 shares of Class B Common Stock.

 

 

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

11,986,494 shares of Class B Common Stock8

7

SOLE DISPOSITIVE POWER

0 shares of Class B Common Stock

8

SHARED DISPOSITIVE POWER

11,986,494 shares of Class B Common Stock8

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,986,494 shares of Class B Common Stock8

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.34%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

______________________

8 Represents 11,917,744 shares of Class A Common Stock convertible at any time into shares of Class B Common Stock, 12,500 shares of Class B Common Stock plus options to acquire 56,250 shares of Class B Common Stock.

 

 

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;

 

  

 

 

  (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 50,015,518 shares of Class B Common Stock outstanding as of December 31, 2016, as reported in the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on February 2, 2017, plus 11,917,744 shares of Class B Common Stock issuable upon conversion of shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”), plus 56,250 shares of Class B Common Stock described below that are issuable upon exercise by the Reporting Persons of options to acquire Class B Common Stock.
   
  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 common stock held by Oak XII.
   
  Amounts shown as beneficially owned by each of Oak XII, Oak Associates XII, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont, and Grace A. Ames include options to purchase 25,000 shares of Class B Common Stock which may be deemed to be held by Ann H. Lamont on behalf of 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 Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  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 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  
     
  By signing below, each of the undersigned certifies that, to the best of his/her or its individual knowledge and belief, the securities referred to above were (i) not acquired and held for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities and (ii) not acquired and held in connection with, or as a participant in, any transaction having that purpose or effect.

 

 

 

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: February 14, 2017

 

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    

 

 

 

INDEX TO EXHIBITS

EXHIBIT A - Joint Filing Agreement (previously filed)

 

EXHIBIT B - Power of Attorney (previously filed)