Sec Form 4 Filing - Sofinnova HealthQuest Partners, L.P. @ CASTLE BIOSCIENCES INC - 2019-07-29

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 07/29/2019 (Street) BELMONT, CA94002 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Stock 07/29/2019 C 1,676,061 ( 1 ) A 1,676,061 D ( 3 ) Common Stock 07/29/2019 C 83,453 A $ 12.8 ( 4 ) 1,759,514 D ( 3 ) Common Stock 07/29/2019 X 11,572 A $ 0.02 1,771,086 D ( 3 ) Common Stock 07/29/2019 S( 5 ) 9 D $ 16 1,771,077 D ( 3 ) Common Stock 07/29/2019 P 62,500 ( 6 ) A $ 16 1,833,577 D ( 3 )

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 ( 2 ) 07/29/2019 C 19,524 ( 2 ) ( 2 ) Common Stock 16,015 ( 2 ) 0 D ( 3 ) Series E-2 Preferred Stock ( 2 ) 07/29/2019 C 436,910 ( 2 ) ( 2 ) Common Stock 358,416 ( 2 ) 0 D ( 3 ) Series E-3 Preferred Stock ( 2 ) 07/29/2019 C 388,669 ( 2 ) ( 2 ) Common Stock 318,842 ( 2 ) 0 D ( 3 ) Series F Preferred Stock ( 2 ) 07/29/2019 C 1,198,016 ( 2 ) ( 2 ) Common Stock 982,785 ( 2 ) 0 D ( 3 ) Convertible Promissory Note $ 12.8 ( 4 ) 07/29/2019 C ( 4 ) ( 4 ) Common Stock 83,453 ( 4 ) 0 D ( 3 ) Warrant to Purchase Series F Preferred Stock $ 0.02 07/29/2019 X 14,107 ( 7 ) ( 8 ) 07/29/2019 Common Stock 11,572 $ 0 0 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 ROAD, SUITE 350 BELMONT, CA94002 X Kong Garheng C/O HEALTHQUEST 1301 SHOREWAY ROAD, 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 07/31/2019 Signature of Reporting Person Date /s/ Garheng Kong as Managing Member of HealthQuest Venture Management, L.L.C. 07/31/2019 Signature of Reporting Person Date /s/ Garheng Kong 07/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Common Stock issued upon conversion of the Preferred Stock were calculated by first aggregating all series of Preferred Stock held by HealthQuest, in accordance with the terms of the Company's then-effective Certificate of Incorporation. ( 2 )Every 1.219 outstanding shares of Preferred Stock automatically converted into 1 share of Common Stock immediately prior to the closing of the Issuer's initial public o ffering (the "IPO"), for no additional consideration, with cash paid for any fractional shares. The Preferred Stock had no expiration date. ( 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. ( 4 )The principal amount of the Convertible Promissory Note held by HealthQuest was $1,027,882. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted 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 of $16.00 per share. ( 5 )On July 29, 2019, HealthQuest exercised a warrant to purchase 11,572 shares of the Issuer's common stock for approximately $0.02 per share. HealthQuest paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 9 of the warrant shares to pay the exercise price and issuing to HealthQuest the remaining 11,563 shares. ( 6 )Represents a purchase from the underwriters in the Issuer's IPO. ( 7 )Immediately prior to the closing of the IPO, the warrant became exercisable for 11,572 shares of common stock. ( 8 )Immediately exercisable.

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.