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) 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 | 1,676,061(1) | A | (2) | 1,676,061 | D(3) | |||
| Common Stock | 07/29/2019 | C | 83,453 | A | $12.8(4) | 1,759,514 | D(3) | |||
| Common Stock | 07/29/2019 | X | 11,572 | A | $0.02 | 1,771,086 | D(3) | |||
| Common Stock | 07/29/2019 | S(5) | 9 | D | $16 | 1,771,077 | D(3) | |||
| Common Stock | 07/29/2019 | P | 62,500(6) | A | $16 | 1,833,577 | 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 | ||||||||
| Series A Preferred Stock | (2) | 07/29/2019 | C | 19,524 | (2) | (2) | Common Stock | 16,015 | (2) | 0 | D(3) | ||||
| Series E-2 Preferred Stock | (2) | 07/29/2019 | C | 436,910 | (2) | (2) | Common Stock | 358,416 | (2) | 0 | D(3) | ||||
| Series E-3 Preferred Stock | (2) | 07/29/2019 | C | 388,669 | (2) | (2) | Common Stock | 318,842 | (2) | 0 | D(3) | ||||
| Series F Preferred Stock | (2) | 07/29/2019 | C | 1,198,016 | (2) | (2) | Common Stock | 982,785 | (2) | 0 | D(3) | ||||
| Convertible Promissory Note | $12.8(4) | 07/29/2019 | C | $1,027,882(4) | (4) | (4) | Common Stock | 83,453 | (4) | 0 | D(3) | ||||
| Warrant to Purchase Series F Preferred Stock | $0.02 | 07/29/2019 | X | 14,107(7) | (8) | 07/29/2019 | Common Stock | 11,572 | $0 | 0 | D(3) | ||||
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 shares of Common Stock issued upon conversion of the Preferred Stock were calculated by first aggregating all series of Preferred Stock held by HealthQuest, 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. 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. The principal amount of the Convertible Promissory Note held by HealthQuest was $1,027,882. 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 that is equal to the Conversion Amount as of the closing date divided by 80% of the IPO price per share of $16.00 per share. |
| 5. On July 29, 2019, HealthQuest exercised a warrant to purchase 11,572 shares of the Issuer's common stock for approximately $0.02 per share. HealthQuest paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 9 of the warrant shares to pay the exercise price and issuing to HealthQuest the remaining 11,563 shares. |
| 6. Represents a purchase from the underwriters in the Issuer's IPO. |
| 7. Immediately prior to the closing of the IPO, the warrant became exercisable for 11,572 shares of common stock. |
| 8. Immediately exercisable. |
| /s/ Garheng Kong as Managing Member of HealthQuest Venture Management, L.L.C., general partner of Sofinnova HealthQuest Partners, L.P | 07/31/2019 | |
| /s/ Garheng Kong as Managing Member of HealthQuest Venture Management, L.L.C. | 07/31/2019 | |
| /s/ Garheng Kong | 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. | ||