SECURITIES AND EXCHANGE COMMISSION 
 Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No 6)

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, 2018

(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)	
	☐	Rule 13d-1(d)	

*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 (the “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).

 
CUSIP No. 14862Q100	  SCHEDULE 13G/A	Page 2 of 10 Pages	
 	 	 	 	 	
1	NAME OF REPORTING PERSONS
 
Maverick Capital, Ltd. – 75-2482446	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o	 

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
9,012,378 (1)	
	6	SHARED VOTING POWER
 
0	
	7	SOLE DISPOSITIVE POWER
 
9,012,378 (1)	
	8	SHARED DISPOSITIVE POWER
 
0	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,012,378 (1)	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.1%	
12	TYPE OF REPORTING PERSON (See Instructions)
 
IA	
(1) Includes 7,216,028 shares of Class A Common Stock held by certain funds managed by Maverick Capital, Ltd. that are convertible at any time into shares of Class B Common Stock as well as options exercisable for 25,000 shares of Class B common stock, 93,576 shares of Class B Common Stock and 16,092  shares of Class B common stock issuable upon the settlement of restricted stock units, held as of December 31, 2018 by Mr. David Singer on behalf of Maverick Capital, Ltd.

 

CUSIP No. 14862Q100	  SCHEDULE 13G/A	Page 3 of 10 Pages	
 	 	 	 	 	
1	NAME OF REPORTING PERSONS
 
Maverick Capital Management, LLC – 75-2686461	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o	 

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
9,012,378 (1)	
	6	SHARED VOTING POWER
 
0	
	7	SOLE DISPOSITIVE POWER
 
9,012,378 (1)	
	8	SHARED DISPOSITIVE POWER
 
0	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,012,378 (1)	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.1%	
12	TYPE OF REPORTING PERSON (See Instructions)
 
HC	
(1) Includes 7,216,028 shares of Class A Common Stock held by certain funds managed by Maverick Capital, Ltd. that are convertible at any time into shares of Class B Common Stock as well as options exercisable for 25,000 shares of Class B common stock, 93,576 shares of Class B Common Stock and 16,092  shares of Class B common stock issuable upon the settlement of restricted stock units, held as of December 31, 2018 by Mr. David Singer on behalf of Maverick Capital, Ltd.

 
CUSIP No. 14862Q100	  SCHEDULE 13G/A	Page 4 of 10 Pages	
 	 	 	 	 	
1	NAME OF REPORTING PERSONS
 
Lee S. Ainslie III	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o	 

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
 
9,012,378 (1)	
	6	SHARED VOTING POWER
 
0	
	7	SOLE DISPOSITIVE POWER
 
9,012,378 (1)	
	8	SHARED DISPOSITIVE POWER
 
0	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,012,378 (1)	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.1%	
12	TYPE OF REPORTING PERSON (See Instructions)
 
HC	
1) Includes 7,216,028 shares of Class A Common Stock held by certain funds managed by Maverick Capital, Ltd. that are convertible at any time into shares of Class B Common Stock as well as options exercisable for 25,000 shares of Class B common stock, 93,576 shares of Class B Common Stock and 16,092  shares of Class B common stock issuable upon the settlement of restricted stock units, held as of December 31, 2018 by Mr. David Singer on behalf of Maverick Capital, Ltd.

 
CUSIP No. 14862Q100	  SCHEDULE 13G/A	Page 5 of 10 Pages	
 	 	 	 	 	
1	NAME OF REPORTING PERSONS
 
Andrew H. Warford	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o	 

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
 
9,012,378 (1)	
	6	SHARED VOTING POWER
 
0	
	7	SOLE DISPOSITIVE POWER
 
9,012,378 (1)	
	8	SHARED DISPOSITIVE POWER
 
0	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,012,378 (1)	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
8.1%	
12	TYPE OF REPORTING PERSON (See Instructions)
 
HC	
(1) Includes 7,216,028 shares of Class A Common Stock held by certain funds managed by Maverick Capital, Ltd. that are convertible at any time into shares of Class B Common Stock as well as options exercisable for 25,000 shares of Class B common stock, 93,576 shares of Class B Common Stock and 16,092  shares of Class B common stock issuable upon the settlement of restricted stock units, held as of December 31, 2018 by Mr. David Singer on behalf of Maverick Capital, Ltd.

 
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, California 94105

Item 2(a)	Name of Person Filing:	

This Schedule 13G/A (the “Schedule 13G/A”) is being filed on behalf of each of the following persons (each, a “Reporting Person”):

	(i)	Maverick Capital, Ltd.;	
	(ii)	Maverick Capital Management, LLC;	
	(iii)	Lee S. Ainslie III (“Mr. Ainslie”); and	
	(iv)	Andrew H. Warford (“Mr. Warford”).	

The Schedule 13G/A relates to Shares (as defined herein) held for the accounts of Maverick Capital, Ltd.’s clients.

Item 2(b)	Address of Principal Business Office or, if none, Residence:	

The address of the principal business office of (i) Maverick Capital, Ltd. and Maverick Capital Management, LLC is 1900 N. Pearl Street, 20th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie and Mr. Warford is 767 Fifth Avenue, 11th Floor, New York, New York 10153.

Item 2(c)	Citizenship:	

	(i)	Maverick Capital, Ltd. is a Texas limited partnership;	
	(ii)	Maverick Capital Management, LLC is a Texas limited liability company;	
	(iii)	Mr. Ainslie is a citizen of the United States; and	
	(iv)	Mr. Warford is a citizen of the United States.	

Item 2(d)	Title of Class of Securities:	

Class B Common Stock, $0.0001 par value per share (the “Shares”).

Item 2(e)	CUSIP Number:	

14862Q100

Page 6 of 10

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:	
 
	(a)           	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).	
 
	(b)           	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).	
 
	(c)           	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).	
 
	(d)           	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).	
 
	(e)           	☒	An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).	
 
	(f)           	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).	
 
	(g)           	☒	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).	
 
	(h)           	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).	
 
	(i)           	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).	
 
	(j)           	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);	
 
	(k)           	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).	
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
 
Item 4	Ownership	

Ownership as of December 31, 2018 is incorporated by reference to items (5) – (9) and (11) of the cover page of the Reporting Person.

Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the Shares which are the subject of this filing through the investment discretion it exercises over its clients’ accounts.  Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd.  Mr. Ainslie is the manager of Maverick Capital Management, LLC.  Mr. Warford serves as the Chairman of the Stock Committee of Maverick Capital, Ltd.
 
Item 5	Ownership of Five Percent or Less of a Class	

Not applicable.
Page 7 of 10

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	Certifications	

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 8 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: February 14, 2019	MAVERICK CAPITAL, LTD.	 	
 	 	 	 	 	 	
 	By:	Maverick Capital Management, LLC,	 	
 	 	Its General Partner	 	
 	 	 	 	 	 	
 	 	By:	Lee S. Ainslie III, Manager	 	
 	 	 	 	 	 	
 	 	 	By:	/s/ Mark Gurevich	 	
 	 	 	 	Mark Gurevich	 	
 	 	 	 	Under Power of Attorney dated	 	
 	 	 	 	March 15, 2018	 	

Date: February 14, 2019	MAVERICK CAPITAL MANAGEMENT, LLC	
 	 	 	 	 	 	
 	By:	Lee S. Ainslie III, Manager	 	
 	 	 	 	 	 	
 	 	By:	/s/ Mark Gurevich	 	
 	 	 	Mark Gurevich	 	
 	 	 	Under Power of Attorney dated	 	
 	 	 	March 15, 2018	 	

Date: February 14, 2019	LEE S. AINSLIE III	 	

 	By:	/s/ Mark Gurevich	 	
 	 	Mark Gurevich	 	
 	 	Under Power of Attorney dated	 	
 	 	March 15, 2018		

Date: February 14, 2019	ANDREW H. WARFORD	 	

 	By:	/s/ Mark Gurevich	 	
 	 	Mark Gurevich	 	
 	 	Under Power of Attorney dated	 	
 	 	March 16, 2018		

Page 9 of 10

EXHIBIT INDEX

24.A	Power of Attorney, Lee S. Ainslie III, dated March 15, 2018.	

24.B	Power of Attorney, Andrew H. Warford, dated March 16, 2018.	
 
99.A	Joint Filing Agreement, dated February 14, 2019, by and among Maverick Capital, Ltd., Maverick Capital Management, LLC, Lee S. Ainslie III and Andrew H. Warford.	

 

Page 10 of 10

 
Exhibit 24.A
 
Power of Attorney
 
KNOW ALL MEN BY THESE PRESENTS, that I, Lee S. Ainslie III, hereby make, constitute and appoint Mark Gurevich as my agent and attorney-in-fact for the purpose of executing (i) in my personal capacity or (ii) in my capacity as manager or other officer or representative of Maverick Capital Management, LLC, Maverick Capital, Ltd. or any affiliate of either, all documents to be filed with or delivered to any foreign or domestic governmental or regulatory body or other person pursuant to any legal or regulatory requirement relating to the issuance, acquisition, ownership, management or disposition of securities or investments, including without limitation all documents required to be filed with the United States Securities and Exchange Commission pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934 and any joint filing agreements pursuant to Rule 13d-1(k).
 
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
 
This power of attorney shall be valid from the date hereof until revoked by me.
 
IN WITNESS WHEREOF, I have executed this instrument as of the 15 th day of March, 2018.

 

 	 /s/ Lee S. Ainslie III	
 	Lee S. Ainslie III	

 

Exhibit 24.B
 
Power of Attorney
 
KNOW ALL MEN BY THESE PRESENTS, that I, Andrew H. Warford, hereby make, constitute and appoint Mark Gurevich as my agent and attorney-in-fact for the purpose of executing (i) in my personal capacity or (ii) in my capacity as manager or other officer or representative of Maverick Capital, Ltd. or any affiliate of either, all documents to be filed with or delivered to any foreign or domestic governmental or regulatory body or other person pursuant to any legal or regulatory requirement relating to the issuance, acquisition, ownership, management or disposition of securities or investments, including without limitation all documents required to be filed with the United States Securities and Exchange Commission pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934 and any joint filing agreements pursuant to Rule 13d-1(k).
 
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
 
This power of attorney shall be valid from the date hereof until revoked by me.
 
IN WITNESS WHEREOF, I have executed this instrument as of the 16 th day of March, 2018.

 
 
 	/s/ Andrew H. Warford	
 	Andrew H. Warford	

 
Exhibit 99.A
 
Joint Filing Agreement
 
The undersigned hereby agree that the statement on Schedule 13G/A with respect to the Class B Common Stock, $0.0001 par value per share of Castlight Health, Inc., dated as of February 14, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date:	February 14, 2019	
 
 	MAVERICK CAPITAL, LTD.	 	
 	 	 	 	 	 	
 	By:	Maverick Capital Management, LLC	 	
 	 	Its General Partner	 	
 	 	 	 	 	 	
 	 	By:	Lee S. Ainslie III, Manager	 	
 	 	 	 	 	 	
 	 	 	By:	/s/ Mark Gurevich	 	
 	 	 	 	Mark Gurevich	 	
 	 	 	 	Under Power of Attorney dated	 	
 	 	 	 	March 15, 2018	 	

 	MAVERICK CAPITAL MANAGEMENT, LLC	
 	 	 	 	 	 	
 	By:	Lee S. Ainslie III, Manager	 	
 	 	 	 	 	 	
 	 	By:	/s/ Mark Gurevich	 	
 	 	 	Mark Gurevich	 	
 	 	 	Under Power of Attorney dated	 	
 	 	 	March 15, 2018	 	

 	LEE S. AINSLIE III	 	

 	By:	/s/ Mark Gurevich	 	
 	 	Mark Gurevich	 	
 	 	Under Power of Attorney dated	 	
 	 	March 15, 2018		

 	ANDREW H. WARFORD	 	

 	By:	/s/ Mark Gurevich	 	
 	 	Mark Gurevich	 	
 	 	Under Power of Attorney dated	 	
 	 	March 16, 2018