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*
(Street)
| 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) 05/12/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 05/14/2020 | 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 | 05/12/2020 | S(1) | 50,000 | D | $33.037(2) | 1,633,577 | D(3) | |||
| Common Stock | 05/12/2020 | S(1) | 100,000 | D | $34.2537(4) | 1,533,577 | D(3) | |||
| Common Stock | 05/12/2020 | S(1) | 100,000 | D | $35.4737(5) | 1,433,577 | D(3) | |||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Sofinnova Healthquest Partners, L.P. on December 17, 2019. |
| 2. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 12, 2020. The actual sale prices ranged from a low of $33.034 to a high of $33.04, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Castle Biosciences, Inc. or a Castle Biosciences, Inc. security holder full information regarding the number of shares sold at each price within the range. |
| 3. The shares are directly held by Sofinnova HealthQuest Partners, L.P. ("HealthQuest"). HealthQuest Venture Management, L.L.C. ("HQVM"), the general partner of HealthQuest, and Garheng Kong, the managing member of HQVM, may be deemed to have sole voting and dispositive power with respect to the shares held of record by HealthQuest. Mr. Kong and HQVM disclaim beneficial ownership over all shares owned by HealthQuest except to the extent of any pecuniary interest therein. |
| 4. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 12, 2020. The actual sale prices ranged from a low of $34.0861 to a high of $34.6399, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Castle Biosciences, Inc. or a Castle Biosciences, Inc. security holder full information regarding the number of shares sold at each price within the range. |
| 5. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on May 12, 2020. The actual sale prices ranged from a low of $35.175 to a high of $35.665, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Castle Biosciences, Inc. or a Castle Biosciences, Inc. security holder full information regarding the number of shares sold at each price within the range. |
| Remarks: |
| The Reporting Persons are filing this exit Form 4 to reflect that they are no longer a ten percent owner of the Issuer. The original Form 4, filed on May 14, 2020, is being amended by this Form 4 amendment. This amendment reports on separate lines groups of transactions occurring within a one dollar price range. |
| /s/ Garheng Kong as Managing Member of HealthQuest Venture Management, L.L.C., general partner of Sofinnova HealthQuest Partners, L.P | 05/19/2020 | |
| /s/ Garheng Kong as Managing Member of HealthQuest Venture Management, L.L.C. | 05/19/2020 | |
| /s/ Garheng Kong | 05/19/2020 | |
| ** 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. | ||