Edgar Filing: CASTLIGHT HEALTH, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

MAVERICK CAPITAL LTD

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)

(Last)

(First)

(Middle)

300 CRESCENT COURT, 18TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2014

(Street)

DALLAS, TX 75201

4. If Amendment, Date Original Filed(Month/Day/Year)
03/21/2014

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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

$ 0 ⁽¹⁾

03/19/2014

520,245

⁽¹⁾

⁽²⁾

Class A Common Stock

520,245

$ 0 ⁽¹⁾

Maverick Fund II, Ltd. ⁽³⁾

Series A-1 Preferred Stock

$ 0 ⁽¹⁾

03/19/2014

1,037,788

⁽¹⁾

⁽²⁾

Class A Common Stock

1,037,788

$ 0 ⁽¹⁾

See footnote ⁽³⁾ ⁽⁴⁾

Series B Preferred Stock

$ 0 ⁽¹⁾

03/19/2014

2,590,090

⁽¹⁾

⁽²⁾

Class A Common Stock

2,590,090

$ 0 ⁽¹⁾

See footnote ⁽³⁾ ⁽⁵⁾

Series C Preferred Stock

$ 0 ⁽¹⁾

03/19/2014

3,162,163

⁽¹⁾

⁽²⁾

Class A Common Stock

3,162,163

$ 0 ⁽¹⁾

Maverick USA Private Investments, LLC ⁽³⁾

Series D Preferred Stock

$ 0 ⁽¹⁾

03/19/2014

345,064

⁽¹⁾

⁽²⁾

Class A Common Stock

345,064

$ 0 ⁽¹⁾

Maverick Fund II, Ltd. ⁽³⁾

Class A Common Stock

$ 0 ⁽¹⁾ ⁽²⁾

03/19/2014

7,655,350 ⁽¹⁾

⁽²⁾

Class B Common Stock

7,655,350

$ 0 ⁽²⁾

7,733,386

See footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MAVERICK CAPITAL LTD 300 CRESCENT COURT 18TH FLOOR DALLAS, TX 75201		X
MAVERICK CAPITAL MANAGEMENT LLC 300 CRESCENT COURT 18TH FLOOR DALLAS, TX 75201		X
AINSLIE LEE S III 767 FIFTH AVENUE 11TH FLOOR NEW YORK, NY 10153		X

Signatures

/s/ John T. McCafferty, Attorney-in-Fact		03/26/2014
^**Signature of Reporting Person		Date
/s/ John T. McCafferty, Attorney-in-Fact		03/26/2014
^**Signature of Reporting Person		Date
/s/ John T. McCafferty, Attorney-in-Fact		03/26/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	In connection with the consummation of Castlight Health Inc.'s initial public offering, 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 for purposes of this Report.
(2)	Each share of Class A common stock is convertible at any time at the option of the holder, into one share of Class B common stock at any time after Castlight Health Inc.'s initial public offering.
(3)	Maverick Capital, Ltd. ("Maverick Capital") is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and acts as the investment manager for each of the portfolio funds that directly hold the reported securities. Maverick Capital Management, LLC ("Maverick") is the general partner of Maverick Capital. Lee S. Ainslie III is the manager of Maverick who is granted sole investment decision pursuant to Maverick's limited liability company regulations. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(4)	Maverick USA Private Investments, LLC held 833,333 shares of Series A-1 preferred stock; and Maverick Fund II, Ltd. held 204,455 shares of Series A-1 preferred stock.
(5)	Maverick Fund Private Investments, Ltd. held 2,252,252 shares of Series B preferred stock; and Maverick USA Private Investments, LLC held 337,838 shares of Series B preferred stock.

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