Kristen M. Oelschlager - Apr 26, 2022 Form 4 Insider Report for CASTLE BIOSCIENCES INC (CSTL)

Signature
/s/ Greg Acosta, Attorney-in-fact
Stock symbol
CSTL
Transactions as of
Apr 26, 2022
Transactions value $
$0
Form type
4
Date filed
4/28/2022, 07:36 PM
Previous filing
Dec 14, 2021
Next filing
Dec 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CSTL Common Stock Award +6.69K +6.75% 106K Apr 26, 2022 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person acquired 6,692 shares of common stock on April 26, 2022, as consideration for the Reporting Person's equity securities of AltheaDx, Inc. ("AltheaDx"), which Castle Biosciences, Inc. ("Castle Biosciences") acquired by merger on April 26, 2022 (the "Merger") pursuant to an Agreement and Plan of Merger agreement dated April 4, 2022 (the "Merger Agreement"). Of the 6,692 shares issued to the Reporting Person in the Merger, 568 shares are currently being held in escrow and are subject to forfeiture for a specified period following the Merger to satisfy indemnification claims arising of Castle Biosciences, if any.
F2 The Merger Agreement provides that the former securityholders of AltheaDx may receive additional consideration, payable 50% in cash and 50% in shares of common stock of Castle Biosciences, based on the achievement of certain commercial milestones with related dates or performance periods through December 31, 2024 (the "Milestone Payments"). The portion of the Milestone Payments payable in shares of common stock will be valued at the volume-weighted average price for the 20 trading days ending as of the applicable determination date. The number of shares issuable is subject to certain limitations set forth in the Merger Agreement. The Reporting Person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on April 26, 2022, the effective date of the merger.
F3 The number of shares issuable was determined pursuant to a formula set forth in the Merger Agreement, which provided that, for the purpose of determining the number of shares issuable, the shares of Castle Biosciences common stock would be valued at $42.54, which represents the volume weighted average share price of the stock for the 20 trading days immediately preceding the date of the Merger Agreement.
F4 Includes 407 shares acquired on February 28, 2022, under Castle Biosciences' employee stock purchase plan.