0001447362-22-000070.txt : 20220428
0001447362-22-000070.hdr.sgml : 20220428
20220428193600
ACCESSION NUMBER: 0001447362-22-000070
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: Oelschlager Kristen M
CENTRAL INDEX KEY: 0001856565
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38984
FILM NUMBER: 22869226
MAIL ADDRESS:
STREET 1: C/O CASTLE BIOSCIENCES
STREET 2: 505 S. FRIENDSWOOD DRIVE, SUITE 401
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_165118889230689.xml
FORM 4
X0306
4
2022-04-26
0
0001447362
CASTLE BIOSCIENCES INC
CSTL
0001856565
Oelschlager Kristen M
C/O CASTLE BIOSCIENCES, INC.
505 S FRIENDSWOOD DRIVE, SUITE 401
FRIENDSWOOD
TX
77546
0
1
0
0
Chief Operating Officer
Common Stock
2022-04-26
4
A
0
6692
A
105873
D
The reporting person acquired 6,692 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 6,692 shares issued to the Reporting Person in the Merger, 568 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.
Includes 407 shares acquired on February 28, 2022, under Castle Biosciences' employee stock purchase plan.
/s/ Greg Acosta, Attorney-in-fact
2022-04-28