(Amendment No. )1
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
The information required on 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 (“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).
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1
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NAME OF REPORTING PERSONS
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Raging Capital Management, LLC
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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10,423,517
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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10,423,517
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,423,517
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.1%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSONS
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William C. Martin
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP*
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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10,423,517
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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10,423,517
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,423,517
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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9.1%
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON
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HC
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The following constitutes the Schedule 13D
filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement relates
to the Class B Common Stock, par value $0.0001 per share (the “Shares”), of Castlight Health, Inc., a Delaware corporation
(“Castlight” or the “Issuer”). The address of the principal executive offices of the Issuer is 150 Spear
Street, Suite 400, San Francisco, California 94105.
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Item 2.
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Identity and Background.
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(a) This
statement is filed by Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), and
William C. Martin. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting
Persons.”
Raging Capital is the
Investment Manager of Raging Capital Master Fund, Ltd., a Cayman Islands exempted company (“Raging Master”), in whose
name the Shares are held. William C. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. Raging
Master has delegated to Raging Capital the sole authority to vote and dispose of the securities held by Raging Master pursuant
to an Investment Management Agreement, dated November 9, 2012, as amended and restated on December 21, 2016 (the “IMA”).
The IMA may be terminated by any party thereto effective at the close of business on the last day of any fiscal quarter by giving
the other party not less than sixty-one days’ written notice. As a result, each of Raging Capital and William C. Martin may
be deemed to beneficially own the Shares held by Raging Master.
Set forth on Schedule
A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and
the name, principal business and address of any corporation or other organization in which such employment is conducted of the
executive officers of Raging Capital. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein,
none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement
or understanding required to be disclosed herein.
(b) The
address of the principal office of each of the Reporting Persons is Ten Princeton Avenue, P.O. Box 228, Rocky Hill, New Jersey
08553.
(c) The
principal business of Raging Capital is serving as the Investment Manager of Raging Master. The principal occupation of William
C. Martin is serving as the Chairman, Chief Investment Officer and Managing Member of Raging Capital.
(d) No
Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Raging
Capital is organized under the laws of the State of Delaware. William C. Martin is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The aggregate purchase
price of the 10,423,517 Shares owned directly by Raging Master is approximately $14,834,429, including brokerage commissions. Such
Shares were acquired with the working capital of Raging Master.
Raging Master effects
purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit
to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations,
stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the accounts.
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Item 4.
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Purpose of Transaction.
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In these uncertain times,
Raging Capital calls upon Castlight’s management and board to take immediate and aggressive steps to reduce costs across
all facets of the business and to drive the business to near-term break-even or better. This would protect Castlight’s strong
balance sheet (cash + marketable securities currently account for over half of the company’s market cap) and secure the long-term
viability of the business.
Depending upon management’s
and the board’s ability to execute on the above, overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of securities
of the Issuer desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer, directly or through
their affiliates, through, among other things, the purchase or sale of securities of the Issuer on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has
any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item
4 of Schedule 13D other than as set forth herein or such as would occur upon completion of any of the actions discussed herein.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time engage in
discussions with management and the board concerning, among other things, the business, operations and future plans of the Issuer.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate,
directly or through their affiliates, including, without limitation, engaging in communications with management and the board of
the Issuer, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’
investment, making proposals concerning changes to the capitalization, capital allocation strategy, ownership structure, board
composition or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of their securities
of the Issuer or engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer,
or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 114,227,876 Shares outstanding as of February
25, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-K filed with the Securities
and Exchange Commission on February 28, 2020.
As of the close of business
on March 27, 2020, each of Raging Capital and William C. Martin may be deemed to beneficially own the 10,423,517 Shares, constituting
approximately 9.1% of the Shares outstanding, held by Raging Master by virtue of their relationships with Raging Master discussed
in further detail in Item 2.
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Without limiting the foregoing
sentence, Raging Master specifically disclaims beneficial ownership of the securities of the Issuer held by it by virtue of its
inability to vote or dispose of such securities as a result of the IMA.
(b) Raging
Capital and William C. Martin may be deemed to share the power to vote and dispose of the Shares held by Raging Master.
(c) Schedule
B annexed hereto lists all transactions in the Shares during the past sixty days by the Reporting Persons. All of such transactions
were effected in the open market.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not
applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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On March 30, 2020, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of
each of them of statements on Schedule 13D with respect to the securities of the Issuer. A copy of this agreement is attached as
an exhibit hereto and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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Joint Filing Agreement by and between Raging Capital Management, LLC and William C. Martin, dated March 30, 2020.
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 30, 2020
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Raging Capital Management, LLC
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By:
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/s/ Frederick C. Wasch
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Name:
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Frederick C. Wasch
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Title:
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Chief Financial Officer
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/s/ Frederick C. Wasch
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Frederick C. Wasch as attorney-in-fact for William C. Martin
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SCHEDULE A
Executive Officers of Raging Capital
Management, LLC
Name and Position
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Present Principal Occupation
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Business Address
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William C. Martin,
Chairman, Chief Investment
Officer
and Managing Member
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Chairman, Chief Investment Officer and Managing Member of Raging Capital Management, LLC
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c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
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Frederick C. Wasch,
Chief Financial Officer
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Chief Financial Officer of Raging Capital Management, LLC
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c/o Raging Capital Management, LLC
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
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SCHEDULE B
Transactions in the Shares of the
Issuer During the Past 60 Days
Class of
Security
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Shares Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
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RAGING CAPITAL MASTER
FUND, LTD.
Common Stock
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(212,980)
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1.0050
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03/04/2020
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Common Stock
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(12,672)
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1.0085
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03/05/2020
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