SEC FORM 4

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

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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^*

MAETZOLD DEREK J

(Last)

(First)

(Middle)

C/O CASTLE BIOSCIENCES, INC.

820 S. FRIENDSWOOD DRIVE, SUITE 201

(Street)

FRIENDSWOOD

77546

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CASTLE BIOSCIENCES INC [ CSTL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Pres. & Chief Exec. Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/29/2019		C		87,264⁽¹⁾	A	⁽²⁾	1,563,884	D
Common Stock	07/29/2019		C		8,098	A	$12.8⁽³⁾	1,571,982	D
Common Stock								164,068	I	By trust⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	07/29/2019		C			102,954	⁽²⁾	⁽²⁾	Common Stock	84,455	⁽²⁾	0	D
Series D Preferred Stock	⁽²⁾	07/29/2019		C			530	⁽²⁾	⁽²⁾	Common Stock	434	⁽²⁾	0	D
Series E-2 Preferred Stock	⁽²⁾	07/29/2019		C			546	⁽²⁾	⁽²⁾	Common Stock	447	⁽²⁾	0	D
Series E-3 Preferred Stock	⁽²⁾	07/29/2019		C			486	⁽²⁾	⁽²⁾	Common Stock	398	⁽²⁾	0	D
Series F Preferred Stock	⁽²⁾	07/29/2019		C			1,859	⁽²⁾	⁽²⁾	Common Stock	1,524	⁽²⁾	0	D
Convertible Promissory Note	$12.8⁽³⁾	07/29/2019		C			$100,000⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	8,098	⁽³⁾	0	D

Explanation of Responses:

1. The shares of Common Stock issued upon conversion of the Preferred Stock were calculated by first aggregating all series of Preferred Stock held by the Reporting Person, in accordance with the terms of the Company's then-effective Certificate of Incorporation.

2. Every 1.219 outstanding shares of Preferred Stock automatically converted into 1 share of Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration, with cash paid for any fractional shares. The Preferred Stock had no expiration date.

3. The principal amount of the Convertible Promissory Note held by the Designated Reporting Person was $100,000. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 80% of the IPO price per share of $16.00 per share.

4. Held by the DJM Grantor Retained Annuity Trust No. 1.

Remarks:

	/s/ Greg Acosta, Attorney-in-fact	07/31/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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