Edgar Filing: CASTLIGHT HEALTH, INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â ATHENAHEALTH INC

2. Date of Event Requiring Statement (Month/Day/Year)
03/13/2014

3. Issuer Name and Ticker or Trading Symbol
CASTLIGHT HEALTH, INC. [CSLT]

(Last)

(First)

(Middle)

311 ARSENAL STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

WATERTOWN,Â MAÂ 02472

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock ⁽²⁾ ⁽³⁾	2,000,000	$ ⁽¹⁾	D	Â
Series A-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock ⁽²⁾ ⁽³⁾	1,000,000	$ ⁽¹⁾	D	Â
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Class A Common Stock ⁽²⁾ ⁽³⁾	495,495	$ ⁽¹⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ATHENAHEALTH INC 311 ARSENAL STREET WATERTOWN,Â MAÂ 02472	Â	Â X	Â	Â

Signatures

/s/ Daniel H. Orenstein, Secretary, on behalf of athenahealth, Inc.		03/13/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each share of Series A Preferred Stock, Series A-1 Preferred Stock, and Series B Preferred Stock will be automatically converted into one (1) share of Class A Common Stock immediately prior to the consummation of the Issuer's initial public offering of its Class B Common Stock ("IPO") and has no expiration date.
(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, pursuant to the Issuer's Restated Certificate of Incorporation that will be effective upon the consummation of the IPO (the "Post-Effective Certificate"), each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon a transfer of such share of Class A Common Stock, 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 Post-Effective Certificate. The shares of Class A Common Stock and Class B Common Stock have no expiration date.
(3)	Pursuant to the Post-Effective Certificate, each share of 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 falls below twenty percent of the number of shares of Class A common stock outstanding as of the closing of the IPO, (b) the ten year anniversary of the closing of the IPO, 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.

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