0001447362-22-000068.txt : 20220428
0001447362-22-000068.hdr.sgml : 20220428
20220428192939
ACCESSION NUMBER: 0001447362-22-000068
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220426
FILED AS OF DATE: 20220428
DATE AS OF CHANGE: 20220428
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MAETZOLD DEREK J
CENTRAL INDEX KEY: 0001239501
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38984
FILM NUMBER: 22869204
MAIL ADDRESS:
STREET 1: 820 S. FRIENDSWOOD DRIVE
STREET 2: SUITE 201
CITY: FRIENDSWOOD
STATE: TX
ZIP: 77546
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CASTLE BIOSCIENCES INC
CENTRAL INDEX KEY: 0001447362
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071]
IRS NUMBER: 770701774
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 505 S FRIENDSWOOD DRIVE
STREET 2: SUITE 401
CITY: FRIENDSWOOD
STATE: TX
ZIP: 77546
BUSINESS PHONE: 866-788-9007
MAIL ADDRESS:
STREET 1: 505 S FRIENDSWOOD DRIVE
STREET 2: SUITE 401
CITY: FRIENDSWOOD
STATE: TX
ZIP: 77546
4
1
wf-form4_165118849087804.xml
FORM 4
X0306
4
2022-04-26
0
0001447362
CASTLE BIOSCIENCES INC
CSTL
0001239501
MAETZOLD DEREK J
C/O CASTLE BIOSCIENCES, INC.
505 S. FRIENDSWOOD DRIVE, SUITE 401
FRIENDSWOOD
TX
77546
1
1
0
0
Pres. & Chief Exec. Officer
Common Stock
2022-04-26
4
A
0
22311
A
201934
D
Common Stock
55603
I
By DJM Grantor Retained Annuity Trust No. 2
Common Stock
75000
I
By DJM Grantor Retained Annuity Trust No. 3
Common Stock
137965
I
By Derek Maetzold 2020 Irrevocable Trust
Common Stock
150567
I
By The Maetzold Descendants 2020 Trust
Common Stock
30545
I
By The Maetzold 2018 Remainder Trust FBO Hannah Elizabeth Maetzold
Common Stock
30545
I
By The Maetzold 2018 Remainder Trust FBO Peter Douglas Maetzold
Common Stock
30546
I
By The Maetzold 2018 Remainder Trust FBO Emily Carol Kirk
Common Stock
30545
I
By The Maetzold 2018 Remainder Trust FBO John Derek Maetzold
The reporting person acquired 22,311 shares of common stock on April 26, 2022, as consideration for the Reporting Person's equity securities of AltheaDx, Inc. ("AltheaDx"), which Castle Biosciences, Inc. ("Castle Biosciences") acquired by merger on April 26, 2022 (the "Merger") pursuant to an Agreement and Plan of Merger agreement dated April 4, 2022 (the "Merger Agreement"). Of the 22,311 shares issued to the Reporting Person in the Merger, 1,895 shares are currently being held in escrow and are subject to forfeiture for a specified period following the Merger to satisfy indemnification claims arising of Castle Biosciences, if any.
The Merger Agreement provides that the former securityholders of AltheaDx may receive additional consideration, payable 50% in cash and 50% in shares of common stock of Castle Biosciences, based on the achievement of certain commercial milestones with related dates or performance periods through December 31, 2024 (the "Milestone Payments"). The portion of the Milestone Payments payable in shares of common stock will be valued at the volume-weighted average price for the 20 trading days ending as of the applicable determination date. The number of shares issuable is subject to certain limitations set forth in the Merger Agreement. The Reporting Person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on April 26, 2022, the effective date of the merger.
The number of shares issuable was determined pursuant to a formula set forth in the Merger Agreement, which provided that, for the purpose of determining the number of shares issuable, the shares of Castle Biosciences common stock would be valued at $42.54, which represents the volume weighted average share price of the stock for the 20 trading days immediately preceding the date of the Merger Agreement.
On March 2, 2022, and March 3, 2022, the DJM Grantor Retained Annuity Trust No. 2 made annuity payments to the Reporting Person by transferring a total of 44,397 shares of Castle Biosciences, Inc. common stock to his direct holdings.
Held by DJM Grantor Retained Annuity Trust No. 2 of which the Reporting Person is the trustee and beneficiary.
Held by DJM Grantor Retained Annuity Trust No. 3 of which the Reporting Person is the trustee and beneficiary.
Held by Derek Maetzold 2020 Irrevocable Trust of which the Reporting Person is the trustee and his children are beneficiaries.
Held by The Maetzold Descendants 2020 Trust of which the Reporting Person's spouse is the trustee and the Reporting Person's spouse and their children are beneficiaries.
Held by The Maetzold 2018 Remainder Trust FBO Hannah Elizabeth Maetzold of which the Reporting Person is the trustee and his child is the beneficiary.
Held by The Maetzold 2018 Remainder Trust FBO Peter Douglas Maetzold of which the Reporting Person is the trustee and his child is the beneficiary.
Held by The Maetzold 2018 Remainder Trust FBO Emily Carol Kirk of which the Reporting Person is the trustee and his child is the beneficiary.
Held by The Maetzold 2018 Remainder Trust FBO John Derek Maetzold of which the Reporting Person is the trustee and his child is the beneficiary.
/s/ Greg Acosta, Attorney-in-fact
2022-04-28