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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CASTLE BIOSCIENCES INC [ CSTL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/29/2019 | C | 1,336,927(1) | A | (2) | 1,336,927 | I | See footnotes(3)(4) | ||
Common Stock | 07/29/2019 | C | 97,428 | A | $12.8(5) | 1,434,355 | I | See footnotes(3)(4) | ||
Common Stock | 07/29/2019 | P | 312,500(6) | A | $16 | 1,746,855 | I | See footnotes(4)(7) | ||
Common Stock | 07/29/2019 | C | 169,086(1) | A | (2) | 169,086 | D | |||
Common Stock | 07/29/2019 | C | 16,722 | A | $12.8(8) | 185,808 | D | |||
Common Stock | 07/29/2019 | P | 22,245(6) | A | $16 | 208,053 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (2) | 07/29/2019 | C | 19,524 | (2) | (2) | Common Stock | 16,015 | (2) | 0 | I | See footnotes(3)(4) | |||
Series B Preferred Stock | (2) | 07/29/2019 | C | 122,158 | (2) | (2) | Common Stock | 100,210 | (2) | 0 | D | ||||
Series D Preferred Stock | (2) | 07/29/2019 | C | 15,918 | (2) | (2) | Common Stock | 13,058 | (2) | 0 | D | ||||
Series D Preferred Stock | (2) | 07/29/2019 | C | 337,754 | (2) | (2) | Common Stock | 277,074 | (2) | 0 | I | See footnotes(3)(4) | |||
Series E-1 Preferred Stock | (2) | 07/29/2019 | C | 463,453 | (2) | (2) | Common Stock | 380,190 | (2) | 0 | I | See footnotes(3)(4) | |||
Series E-2 Preferred Stock | (2) | 07/29/2019 | C | 5,461 | (2) | (2) | Common Stock | 4,479 | (2) | 0 | D | ||||
Series E-2 Preferred Stock | (2) | 07/29/2019 | C | 158,379 | (2) | (2) | Common Stock | 129,925 | (2) | 0 | I | See footnotes(3)(4) | |||
Series E-3 Preferred Stock | (2) | 07/29/2019 | C | 4,681 | (2) | (2) | Common Stock | 3,840 | (2) | 0 | D | ||||
Series E-3 Preferred Stock | (2) | 07/29/2019 | C | 142,843 | (2) | (2) | Common Stock | 117,180 | (2) | 0 | I | See footnotes.(3)(4) | |||
Series F Preferred Stock | (2) | 07/29/2019 | C | 57,899 | (2) | (2) | Common Stock | 47,495 | (2) | 0 | D | ||||
Series F Preferred Stock | (2) | 07/29/2019 | C | 507,762 | (2) | (2) | Common Stock | 416,537 | (2) | 0 | I | See footnotes(3)(4) | |||
Convertible Promissory Note | $12.8(8) | 07/29/2019 | C | $205,970.51(8) | (8) | (8) | Common Stock | 16,722 | (8) | 0 | D | ||||
Convertible Promissory Note | $12.8(5) | 07/29/2019 | C | $1,200,000(5) | (5) | (5) | Common Stock | 97,428 | (5) | 0 | I | See footnotes(3)(4) |
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. Held by MGC Venture Partners 2013, L.P. ("MGC 2013 LP"). MGC Venture Partners 2013 GP, LLC ("MGC 2013 GP") is the general partner of MGC 2013 LP. |
4. The Reporting Person is a managing director of MGC 2013 GP and a managing partner of MGC Venture Partners 2018 GP, LLC ("MGC 2018 GP"), and shares voting and investment power over the shares held by MGC 2013 LP, MGC Venture Partners 2018, L.P. ("MGC 2018 LP") and MGC Venture Partners QP 2018, L.P. ("MGC QP 2018 LP"). The Reporting Person disclaims beneficial ownership of the shares held by MGC 2013 GP, MGC 2018 GP, MGC 2013 LP, MGC 2018 LP and MGC QP 2018 LP as reported herein, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
5. 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. |
6. Represents a purchase from the underwriters in the Issuer's IPO. |
7. Held by MGC 2013 LP, MGC 2018 LP and MGC QP 2018 LP. MGC 2018 GP is the general partner of MGC 2018 LP and MGC QP 2018 LP. |
8. The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $205,970.51. Upon closing of the IPO, 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. |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |