SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* VENROCK ASSOCIATES V LP (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	$0(1)	03/19/2014		C			3,906,730	(1)	(1)	Class A Common Stock(2)(3)	3,906,730	$0	0	I	By Funds(4)
Series A-1 Convertible Preferred Stock	$0(1)	03/19/2014		C			6,630,686	(1)	(1)	Class A Common Stock(2)(3)	6,630,686	$0	0	I	By Funds(5)
Series B Convertible Preferred Stock	$0(1)	03/19/2014		C			3,617,117	(1)	(1)	Class A Common Stock(2)(3)	3,617,117	$0	0	I	By Funds(6)
Series C Convertible Preferred Stock	$0(1)	03/19/2014		C			924,373	(1)	(1)	Class A Common Stock(2)(3)	924,373	$0	0	I	By Funds(7)
Series D Convertible Preferred Stock	$0(1)	03/19/2014		C			303,650	(1)	(1)	Class A Common Stock(2)(3)	303,650	$0	0	I	By Funds(8)
Class A Common Stock	$0(2)(3)	03/19/2014		C		15,382,556(1)		(2)(3)	(2)(3)	Class B Common Stock(3)	15,382,556	$0	15,568,571	I	By Funds(9)

1. Name and Address of Reporting Person* VENROCK ASSOCIATES V LP (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VENROCK PARTNERS V L P (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Venrock Entrepreneurs Fund V, L.P. (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Venrock Management V, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Venrock Partners Management V, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VEF Management V, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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. Venrock Associates V, L.P. ("VA5") held an aggregate of 3,525,043 shares, Venrock Partners V, L.P. ("VP5") held an aggregate of 298,865 shares and Venrock Entrepreneurs Fund V, L.P. ("VEF5") held an aggregate of 82,822 shares. Venrock Management V, LLC, VEF Management V, LLC and Venrock Partners Management V, LLC (collectively, the "Venrock GP Entities") are the sole general partners of VA5, VEF5 and VP5 (collectively, the "Funds"), respectively, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.

5. VA5 held an aggregate of 5,982,868 shares, VP5 held an aggregate of 507,247 shares and VEF5 held an aggregate of 140,571 shares. The Venrock GP Entities are the sole general partners of the Funds, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.

6. VA5 held an aggregate of 3,263,725 shares, VP5 held an aggregate of 276,710 shares and VEF5 held an aggregate of 76,682 shares. The Venrock GP Entities are the sole general partners of the Funds, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.

7. VA5 held an aggregate of 834,062 shares, VP5 held an aggregate of 70,714 shares and VEF5 held an aggregate of 19,597 shares. The Venrock GP Entities are the sole general partners of the Funds, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.

8. VA5 held an aggregate of 273,983 shares, VP5 held an aggregate of 23,230 shares and VEF5 held an aggregate of 6,437 shares. The Venrock GP Entities are the sole general partners of the Funds, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.

9. VA5 holds an aggregate of 14,047,522 shares, VP5 holds an aggregate of 1,190,996 shares and VEF5 holds an aggregate of 330,053 shares. The Venrock GP Entities are the sole general partners of the Funds, and have voting and investment power over the shares held by the Funds. Each of the Venrock GP Entities disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.

Remarks:

	/s/ David L. Stepp, authorized signatory	03/19/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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