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 *
  McCracken John
2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2015
3. Issuer Name and Ticker or Trading Symbol
CASTLIGHT HEALTH, INC. [CSLT]
(Last)
(First)
(Middle)
C/O CASTLIGHT HEALTH, INC., TWO RINCON CENTER, 121 SPEAR ST., STE. 3
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, World Wide Sales
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94105
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1) Class B Common Stock 400,000 $ 0 (2) D  
Employee Stock Option (right to buy)   (3) 11/16/2024 Class B Common Stock 400,000 $ 11.06 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McCracken John
C/O CASTLIGHT HEALTH, INC.
TWO RINCON CENTER, 121 SPEAR ST., STE. 3
SAN FRANCISCO, CA 94105
      SVP, World Wide Sales  

Signatures

/s/ Jennifer Chaloemtiarana, by power of attorney 11/09/2015
**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) The restricted stock units ("RSUs") will vest over 5 years as follows: 20% of the RSUs will vest on November 17, 2015. Thereafter, the shares vest in 16 quarterly installments each consisting of 5% of the shares subject to the RSU until fully vested. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.
(2) Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
(3) The Option will vest over 5 years as follows: 20% of the shares subject to the option vested on November 3, 2015. Thereafter, the remaining shares subject to the option will vest in 48 monthly installments until fully vested.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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