Form: 3

Initial statement of beneficial ownership of securities

Documents

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*
Spiess Bernhard E.
(Last) (First) (Middle)
C/O CASTLE BIOSCIENCES, INC.
820 S. FRIENDSWOOD DRIVE, STE. 201
(Street)
FRIENDSWOOD TX 77546
(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Common Stock 117,081 D
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
Stock option (right to buy) (1) 05/23/2026 Common Stock 41,222 1.92 D
Stock option (right to buy) (2) 05/23/2026 Common Stock 14,878 1.92 D
Stock option (right to buy) (2) 05/09/2028 Common Stock 8,716 2.39 D
Stock option (right to buy) (3) 03/12/2029 Common Stock 24,610 3.38 D
Series F Preferred Stock (4) (4) Common Stock 5,637 (4) D
Convertible Promissory Note (5) (5) Common Stock $20,000 (5) D
Explanation of Responses:
1. 25% of the 154,714 shares originally subject to the option (after giving effect to the 1 for 1.219 reverse stock split) vested on May 2, 2017, and the remaining shares vest in 36 equal monthly installments thereafter.
2. 25% of the 12,305 shares originally subject to the option (after giving effect to the 1 for 1.219 reverse stock split) vested on May 10, 2019, and the remaining shares vest in 36 equal monthly installments thereafter.
3. 25% of the shares shall vest on March 13, 2020, and the remaining shares shall vest in 36 equal monthly installments thereafter.
4. 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 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.
5. The principal amount of the Convertible Promissory Note held by the designated Reporting Person is $20,000.00. 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.
Remarks:
/s/ Greg Acosta, Attorney-in-fact 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.