| 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) 05/12/2020 | ||||||||||||||||||||||||||
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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 | 05/12/2020 | S(1) | 5,187 | D | $36.61(2) | 1,491,668 | I | See footnotes(3)(4)(5) | ||
| Common Stock | 05/12/2020 | S(1) | 4,601 | D | $37.46(6) | 1,487,067 | I | See footnotes(3)(4)(5) | ||
| Common Stock | 05/13/2020 | S(1) | 1,131 | D | $36.08(7) | 1,485,936 | I | See footnotes(3)(4)(5) | ||
| Common Stock | 115,300 | I | See footnotes(4)(5)(8) | |||||||
| Common Stock | 134,700 | I | See footnotes(4)(5)(9) | |||||||
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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)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The transactions on this Form 4 were made pursuant to a Rule 10b5-1 plan adopted by MGC Venture Partners 2013, L.P. ("MGC 2013 LP") on March 13, 2020. |
| 2. This transaction was executed in multiple trades at prices ranging from $36.00 to $36.96, inclusive. The price reported above reflects the weighted-average sale price. MGC 2013 LP hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 3. Held directly by MGC 2013 LP. |
| 4. MGC Venture Partners 2013 GP, LLC ("MGC 2013 GP") is the general partner of MGC 2013 LP. MGC Venture Partners 2018 GP, LLC ("MGC 2018 GP") is the general partner of MGC Venture Partners 2018, L.P. ("MGC 2018 LP") and MGC Venture Partners QP 2018, L.P. ("MGC QP 2018 LP"). Each of MGC 2013 LP, MGC 2013 GP, MGC 2018 LP, MGC QP 2018 LP and MGC 2018 GP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by MGC 2013 LP, MGC 2018 LP and MGC QP 2018 LP and, therefore, a "ten percent holder" hereunder. |
| 5. Each of Joseph C. Cook, Jr., Joseph C. Cook III, Steven D. Singleton and Byron W. Smith are managing directors of MGC 2013 GP and share voting and investment power over the shares held by MGC 2013 LP. Each of Joseph C. Cook, Jr., Joseph C. Cook III, Steven D. Singleton, Byron W. Smith, Jay Ferguson and Rob Readnour are managing partners of MGC 2018 GP and share voting and investment power over the shares held by MGC 2018 LP and MGC QP 2018 LP. Each of the reporting persons disclaims beneficial ownership of the shares held by any other reporting persons reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| 6. This transaction was executed in multiple trades at prices ranging from $37.00 to $37.98, inclusive. The price reported above reflects the weighted-average sale price. MGC 2013 LP hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 7. This transaction was executed in multiple trades at prices ranging from $36.00 to $36.45, inclusive. The price reported above reflects the weighted-average sale price. MGC 2013 LP hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 8. Held directly by MGC 2018 LP. |
| 9. Held directly by MGC QP 2018 LP. |
| Remarks: |
| /s/ Joseph C. Cook III, Managing Member 2013 GP, LLC, the General Partner of MGC Venture Partners 2013, L.P. | 05/14/2020 | |
| /s/ Joseph C. Cook III, Managing Member of MGC Venture Partners 2013 GP, LLC | 05/14/2020 | |
| /s/ Jason S. Ferguson, Managing Partner of MGC Venture Partners 2018 GP, LLC, the General Partner of MGC Venture Partners 2018, L.P. | 05/14/2020 | |
| /s/ Jason S. Ferguson, Managing Partner of MGC Venture Partners 2018 GP, LLC, the General Partner of MGC Venture Partners QP 2018, L.P. | 05/14/2020 | |
| /s/ Jason S. Ferguson, Managing Partner of MGC Venture Partners 2018 GP, LLC | 05/14/2020 | |
| ** 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. | ||