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^*

MGC Venture Partners 2013 GP, LLC

(Last)

(First)

(Middle)

C/O MOUNTAIN GROUP CAPITAL, LLC

3835 CLEGHORN AVE., SUITE 300

(Street)

NASHVILLE

37215

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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)

	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)
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		1,336,927⁽¹⁾	A	⁽²⁾	1,336,927	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	07/29/2019		C		97,428	A	$12.8⁽⁶⁾	1,434,355	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	07/29/2019		P		62,500⁽⁷⁾	A	$16	1,496,855	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	07/29/2019		P		115,300⁽⁷⁾	A	$16	115,300	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁸⁾
Common Stock	07/29/2019		P		134,700⁽⁷⁾	A	$16	134,700	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁹⁾

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			19,524	⁽²⁾	⁽²⁾	CommonStock	16,015	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽²⁾	07/29/2019		C			337,754	⁽²⁾	⁽²⁾	CommonStock	277,074	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Series E-1 Preferred Stock	⁽²⁾	07/29/2019		C			463,453	⁽²⁾	⁽²⁾	CommonStock	380,190	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Series E-2 Preferred Stock	⁽²⁾	07/29/2019		C			158,379	⁽²⁾	⁽²⁾	CommonStock	129,925	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Series E-3 Preferred Stock	⁽²⁾	07/29/2019		C			142,843	⁽²⁾	⁽²⁾	CommonStock	117,180	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Series F Preferred Stock	⁽²⁾	07/29/2019		C			507,762	⁽²⁾	⁽²⁾	CommonStock	416,537	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Convertible Promissory Note	$12.8⁽⁶⁾	07/29/2019		C			1,200,000⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	97,428	⁽⁶⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

MGC Venture Partners 2013 GP, LLC

(Last)

(First)

(Middle)

C/O MOUNTAIN GROUP CAPITAL, LLC

3835 CLEGHORN AVE., SUITE 300

(Street)

NASHVILLE

37215

(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^*

MGC Venture Partners 2013, L.P.

(Last)

(First)

(Middle)

C/O MOUNTAIN GROUP CAPITAL, LLC

3835 CLEGHORN AVE., SUITE 300

(Street)

NASHVILLE

37215

(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^*

MGC Venture Partners 2018 GP, LLC

(Last)

(First)

(Middle)

C/O MOUNTAIN GROUP CAPITAL, LLC

3835 CLEGHORN AVE., SUITE 300

(Street)

NASHVILLE

37215

(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^*

MGC VENTURE PARTNERS 2018, L.P.

(Last)

(First)

(Middle)

C/O MOUNTAIN GROUP CAPITAL, LLC

3835 CLEGHORN AVE., STE. 300

(Street)

NASHVILLE

37215

(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^*

MGC VENTURE PARTNERS QP 2018, L.P.

(Last)

(First)

(Middle)

C/O MOUNTAIN GROUP CAPITAL, LLC

3835 CLEGHORN AVE., STE. 300

(Street)

NASHVILLE

37215

(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. The shares of Common Stock issued upon conversion of the Preferred Stock were calculated by first aggregating all series of Preferred Stock held by MGC Venture Partners 2013, L.P. ("MGC 2013 LP"), in accordance with the terms of the then-effective Certificate of Incorporation of Castle Biosciences, Inc. (the "Issuer").

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. Held directly by MGC 2013 LP.

4. MGC Venture Partners 2013 GP, LLC ("MGC 2013 GP") is the general partner of MGC 2013 LP. MGC Venture Partners 2018 GP, LLC ("MGC 2018 GP") is the general partner of MGC Venture Partners 2018, L.P. ("MGC 2018 LP") and MGC Venture Partners QP 2018, L.P. ("MGC QP 2018 LP"). Each of MGC 2013 LP, MGC 2013 GP, MGC 2018 LP, MGC QP 2018 LP and MGC 2018 GP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by MGC 2013 LP, MGC 2018 LP and MGC QP 2018 LP and, therefore, a "ten percent holder" hereunder.

5. Each of Joseph C. Cook, Jr., Joseph C. Cook III, Steven D. Singleton and Byron W. Smith are managing directors of MGC 2013 GP and share voting and investment power over the shares held by MGC 2013 LP. Each of Joseph C. Cook, Jr., Joseph C. Cook III, Steven D. Singleton, Byron W. Smith, Jay Ferguson and Rob Readnour are managing partners of MGC 2018 GP and share voting and investment power over the shares held by MGC 2018 LP and MGC QP 2018 LP. Each of the Reporting Persons disclaims beneficial ownership of the shares held by any other Reporting Persons reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

6. The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $1,200,000.00. 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.

7. Represents a purchase from the underwriters in the Issuer's IPO.

8. Held directly by MGC 2018 LP.

9. Held directly by MGC QP 2018 LP.

	/s/ Byron W. Smith, Managing Member 2013 GP, LLC, the General Partner of MGC Venture Partners 2013, L.P.	07/29/2019
	/s/ Byron W. Smith, Managing Member of MGC Venture Partners 2013 GP, LLC	07/29/2019
	/s/ Jason S. Ferguson, Managing Partner of MGC Venture Partners 2018 GP, LLC, the General Partner of MGC Venture Partners 2018, L.P.	07/29/2019
	/s/ Jason S. Ferguson, Managing Partner of MGC Venture Partners 2018 GP, LLC, the General Partner of MGC Venture Partners QP 2018, L.P.	07/29/2019
	/s/ Jason S. Ferguson, Managing Partner of MGC Venture Partners 2018 GP, LLC	07/29/2019
	** 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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