3: Initial statement of beneficial ownership of securities
Published on
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/24/2019 |
3. Issuer Name and Ticker or Trading Symbol
CASTLE BIOSCIENCES INC [ CSTL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
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| 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) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 16,015 | (1) | I | See footnotes(2)(3) |
| Series D Preferred Stock | (1) | (1) | Common Stock | 277,074 | (1) | I | See footnotes(2)(3) |
| Series E-1 Preferred Stock | (1) | (1) | Common Stock | 380,190 | (1) | I | See footnotes(2)(3) |
| Series E-2 Preferred Stock | (1) | (1) | Common Stock | 129,925 | (1) | I | See footnotes(2)(3) |
| Series E-3 Preferred Stock | (1) | (1) | Common Stock | 117,180 | (1) | I | See footnotes(2)(3) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 416,537 | (1) | I | See footnotes(2)(3) |
| Convertible Promissory Note | (4) | (4) | Common Stock | $1,200,000(4) | (4) | I | See footnotes(2)(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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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. All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock immediately upon the closing of Castle Biosciences, Inc.'s (the "Issuer") initial public offering ("IPO"), for no additional consideration at a rate of 1 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. Held directly 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. Each of MGC 2013 GP, MGC Venture Partners 2018, L.P. ("MGC 2018 LP"), MGC Venture Partners QP 2018, L.P. ("MGC QP 2018 LP") and MGC Venture Partners 2018 GP, LLC ("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 and, therefore, a "ten percent holder" hereunder. |
| 3. 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 any shares held by MGC 2018 LP and MGC QP 2018 LP. Each of MGC 2013 GP, MGC 2018 LP, MGC QP 2018 LP and MGC 2018 GP disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest in MGC 2013 LP, 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. |
| 4. The principal amount of the Convertible Promissory Note held by MGC 2013 LP is $1,200,000. 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. |
| /s/ Byron W. Smith, Managing Member 2013 GP, LLC, the General Partner of MGC Venture Partners 2013, L.P. | 07/24/2019 | |
| /s/ Byron W. Smith, Managing Member of MGC Venture Partners 2013 GP, LLC | 07/24/2019 | |
| /s/ Jason S. Ferguson, Managing Partner of MGC Venture Partners 2018 GP, LLC, the General Partner of MGC Venture Partners 2018, L.P. | 07/24/2019 | |
| /s/ Jason S. Ferguson, Managing Partner of MGC Venture Partners 2018 GP, LLC, the General Partner of MGC Venture Partners QP 2018, L.P. | 07/24/2019 | |
| /s/ Jason S. Ferguson, Managing Partner of MGC Venture Partners 2018 GP, LLC | 07/24/2019 | |
| ** 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 5 (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.