Sec Form 3/A Filing - Sofinnova HealthQuest Partners, L.P. @ CASTLE BIOSCIENCES INC - 2019-07-24

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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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.
2. Issuer Name and Ticker or Trading Symbol
CASTLE BIOSCIENCES INC [ CSTL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O HEALTHQUEST, 1301 SHOREWAY RD, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2019
(Street)
BELMONT, CA94002
4. If Amendment, Date Original Filed (MM/DD/YY)
07/24/2019
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 1 ) ( 1 ) ( 1 ) Common Stock 16,015 D ( 3 )
Series E-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 358,416 D ( 3 )
Series E-3 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 318,842 D ( 3 )
Series F Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 982,785 D ( 3 )
Series F Preferred Stock Warrant (right to buy) $ 0.01 01/12/2018 01/12/2023 Common Stock 11,572 D ( 3 )
Convertible Promissory Note ( 2 ) ( 2 ) ( 2 ) Common Stock $ 1,027,882 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sofinnova HealthQuest Partners, L.P.
C/O HEALTHQUEST, 1301 SHOREWAY RD
SUITE 350
BELMONT, CA94002
X
HealthQuest Venture Management, L.L.C.
C/O HEALTHQUEST, 1301 SHOREWAY RD
SUITE 350
BELMONT, CA94002
X
Kong Garheng
C/O HEALTHQUEST, 1301 SHOREWAY RD
SUITE 350
BELMONT, CA94002
X
Signatures
/s/ Garheng Kong as Managing Member of HealthQuest Venture Management, L.L.C., general partner of Sofinnova HealthQuest Partners, L.P. 07/26/2019
Signature of Reporting Person Date
/s/ Garheng Kong as Managing Member of HealthQuest Venture Management, L.L.C. 07/26/2019
Signature of Reporting Person Date
/s/ Garheng Kong 07/26/2019
Signature of Reporting Person Date
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.

Remarks:
This is an amendment to the Form 3 filed on July 24, 2019, which did not include HealthQuest Venture Management, L.L.C., the general partner of Sofinnova HealthQuest Partners, L.P., as a reporting person on such Form 3. This amendment restates the same substantive information included in the previously filed Form 3 and contains HealthQuest Venture Management, L.L.C. as a reporting person.

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