Sofinnova HealthQuest Partners Form 3 CASTLE BIOSCIENCES / Garheng Kong ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sofinnova HealthQuest Partners, L.P.

(Last) (First) (Middle)

C/O HEALTHQUEST, 1301 SHOREWAY RD

SUITE 350

(Street)

BELMONT CA 94002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2019

3. Issuer Name and Ticker or Trading Symbol
CASTLE BIOSCIENCES INC [ CSTL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	16,015	(1)	D(3)
Series E-2 Preferred Stock	(1)	(1)	Common Stock	358,416	(1)	D(3)
Series E-3 Preferred Stock	(1)	(1)	Common Stock	318,842	(1)	D(3)
Series F Preferred Stock	(1)	(1)	Common Stock	982,785	(1)	D(3)
Series F Preferred Stock Warrant (right to buy)	01/12/2018	01/12/2023	Common Stock	11,572	0.01	D(3)
Convertible Promissory Note	(2)	(2)	Common Stock	$1,027,882	(2)	D(3)

1. Name and Address of Reporting Person^*

Sofinnova HealthQuest Partners, L.P.

(Last) (First) (Middle)

C/O HEALTHQUEST, 1301 SHOREWAY RD

SUITE 350

(Street)

BELMONT CA 94002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kong Garheng

(Last) (First) (Middle)

C/O HEALTHQUEST, 1301 SHOREWAY RD

SUITE 350

(Street)

BELMONT CA 94002

(City) (State) (Zip)

Explanation of Responses:

1. All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration at a rate of one share of Common Stock for each 1.219 shares of Preferred Stock, based on the conversion price currently in effect. The Preferred Stock has no expiration date.

2. The principal amount of the Convertible Promissory Note held by the designated Reporting Person is $1,027,882. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") will automatically convert 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.

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.

	/s/ Garheng Kong as Managing Member of HealthQuest Venture Management, L.L.C., general partner of Sofinnova HealthQuest Partners, L.P.	07/24/2019
	/s/ Garheng Kong	07/24/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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