Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 1
Castle Biosciences, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
14843C105
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP NO. 14843C105 | 13G | Page 2 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MGC Venture Partners 2013 GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,526 | ||||
| 6 | SHARED VOTING POWER
501,884 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,526 | |||||
| 8 | SHARED DISPOSITIVE POWER
501,884 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,410 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(a) ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%(1) | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| (1) | Based on 23,844,426 shares of common stock outstanding as of December 15, 2020, as reported in the Issuer’s prospectus supplement, dated December 15, 2020, to a base prospectus, dated December 14, 2020, included in the Company’s effective shelf registration statement on Form S-3 (File No. 333-251331), which was filed with the U.S. Securities and Exchange Commission on December 14, 2020. |
| CUSIP NO. 14843C105 | 13G | Page 3 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MGC Venture Partners 2013, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
501,884 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
501,884 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,884 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(a) ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%(1) | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | Based on 23,844,426 shares of common stock outstanding as of December 15, 2020, as reported in the Issuer’s prospectus supplement, dated December 15, 2020, to a base prospectus, dated December 14, 2020, included in the Company’s effective shelf registration statement on Form S-3 (File No. 333-251331), which was filed with the U.S. Securities and Exchange Commission on December 14, 2020. |
| CUSIP NO. 14843C105 | 13G | Page 4 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MGC Venture Partners 2018 GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
125,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
125,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(a) ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5%(1) | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| (1) | Based on 23,844,426 shares of common stock outstanding as of December 15, 2020, as reported in the Issuer’s prospectus supplement, dated December 15, 2020, to a base prospectus, dated December 14, 2020, included in the Company’s effective shelf registration statement on Form S-3 (File No. 333-251331), which was filed with the U.S. Securities and Exchange Commission on December 14, 2020. |
| CUSIP NO. 14843C105 | 13G | Page 5 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MGC Venture Partners 2018, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
57,599 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
57,599 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,599 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(a) ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%(1) | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | Based on 23,844,426 shares of common stock outstanding as of December 15, 2020, as reported in the Issuer’s prospectus supplement, dated December 15, 2020, to a base prospectus, dated December 14, 2020, included in the Company’s effective shelf registration statement on Form S-3 (File No. 333-251331), which was filed with the U.S. Securities and Exchange Commission on December 14, 2020. |
| CUSIP NO. 14843C105 | 13G | Page 6 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
MGC Venture Partners QP 2018, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
67,401 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
67,401 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,401 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(a) ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%(1) | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | Based on 23,844,426 shares of common stock outstanding as of December 15, 2020, as reported in the Issuer’s prospectus supplement, dated December 15, 2020, to a base prospectus, dated December 14, 2020, included in the Company’s effective shelf registration statement on Form S-3 (File No. 333-251331), which was filed with the U.S. Securities and Exchange Commission on December 14, 2020. |
| CUSIP NO. 14843C105 | 13G | Page 7 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Joseph C. Cook III | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
112,178 | ||||
| 6 | SHARED VOTING POWER
629,127 | |||||
| 7 | SOLE DISPOSITIVE POWER
112,178 | |||||
| 8 | SHARED DISPOSITIVE POWER
629,127 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
741,305 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(a) ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%(1) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | Based on 23,844,426 shares of common stock outstanding as of December 15, 2020, as reported in the Issuer’s prospectus supplement, dated December 15, 2020, to a base prospectus, dated December 14, 2020, included in the Company’s effective shelf registration statement on Form S-3 (File No. 333-251331), which was filed with the U.S. Securities and Exchange Commission on December 14, 2020. |
| CUSIP NO. 14843C105 | 13G | Page 8 of 12 Pages |
| Item 1(a). | Name of Issuer. |
Castle Biosciences, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices. |
820 S. Friendswood Dr., Suite 201
Friendswood, TX 77546
| Item 2(a). | Name of Person Filing. |
MGC Venture Partners 2013 GP, LLC
MGC Venture Partners 2013, L.P.
MGC Venture Partners 2018 GP, LLC
MGC Venture Partners 2018, L.P.
MGC Venture Partners QP 2018, L.P.
Joseph C. Cook III
| Item 2(b). | Address or Principal Business Office or, if None, Residence. |
C/O Mountain Group Capital, LLC
3835 Cleghorn Ave., Suite 300
Nashville, TN 37215
| Item 2(c). | Organization/Citizenship. |
| MGC Venture Partners 2013 GP, LLC | Delaware | |
| MGC Venture Partners 2013, L.P. | Delaware | |
| MGC Venture Partners 2018 GP, LLC | Delaware | |
| MGC Venture Partners 2018, L.P. | Delaware | |
| MGC Venture Partners QP 2018, L.P. | Delaware | |
| Joseph C. Cook III | United States of America |
| Item 2(d). | Title of Class Of Securities. |
Common Stock, $0.001 par value
| Item 2(e). | CUSIP Number. |
14843C105
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the filing person is a: |
Not Applicable.
| CUSIP NO. 14843C105 | 13G | Page 9 of 12 Pages |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
MGC Venture Partners 2013 GP, LLC (“MGC 2013 GP”) is the general partner of MGC Venture Partners 2013, L.P. (“MGC 2013 LP”). MGC Venture Partners 2018 GP, LLC (“MGC 2018 GP”) is the general partner of MGC Venture Partners 2018, L.P. (“MGC 2018 LP”) and MGC Venture Partners QP 2018, L.P. (“MGC QP 2018 LP”). Joseph C. Cook III is a managing director of MGC 2013 GP and is a managing partner of MGC 2018 GP. As such, Mr. Cook may be deemed to have shared beneficial ownership over shares of common stock held by MGC 2013 LP, MGC 2018 LP and MGC QP 2018 LP. Mr. Cook, however, disclaims beneficial ownership of such shares of common stock, to the extent of his pecuniary interest therein.
The ownership information below represents beneficial ownership of common stock of the Issuer based on 23,844,426 shares of common stock outstanding as of December 15, 2020, as reported in the Issuer’s prospectus supplement, dated December 15, 2020, to a base prospectus, dated December 14, 2020, included in the Company’s effective shelf registration statement on Form S-3 (File No. 333-251331), which was filed with the U.S. Securities and Exchange Commission on December 14, 2020.
| Person |
Total Shares Of Common Stock Beneficially Owned |
Percent of Class |
Sole Voting Power |
Shared Voting Power |
Sole Power to Dispose |
Shared Power to Dispose |
||||||||||||||||||
| MGC Venture Partners 2013 GP, LLC |
503,410 | (1) | 2.1 | % | 1,526 | 501,884 | 1,526 | 501,884 | ||||||||||||||||
| MGC Venture Partners 2013, L.P. |
501,884 | (1) | 2.1 | % | — | 501,884 | — | 501,884 | ||||||||||||||||
| MGC Venture Partners 2018 GP, LLC |
125,000 | (2) | 0.5 | % | — | 125,000 | — | 125,000 | ||||||||||||||||
| MGC Venture Partners 2018, L.P. |
57,599 | (2) | 0.2 | % | — | 57,599 | — | 57,599 | ||||||||||||||||
| MGC Venture Partners QP 2018, L.P. |
67,401 | (2) | 0.3 | % | — | 67,401 | — | 67,401 | ||||||||||||||||
| Joseph C. Cook III |
741,305 | 3.1 | % | 112,178 | 629,127 | 112,178 | 629,127 | |||||||||||||||||
| (1) | Includes shares of common stock held by MGC 2013 LP, of which MGC 2013 GP is the general partner. |
| (2) | Includes 57,599 shares of common stock held by MGC 2018 LP and 67,401 shares of common stock held by MGC QP 2018 LP, of which MGC 2018 GP is the general partner. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
| CUSIP NO. 14843C105 | 13G | Page 10 of 12 Pages |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
Not Applicable.
| CUSIP NO. 14843C105 | 13G | Page 11 of 12 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| MGC Venture Partners 2013 GP, LLC | ||||||
| Date: February 16, 2021 | ||||||
| By: | /s/ Joseph C. Cook III | |||||
| Name: Joseph C. Cook III | ||||||
| Title: Managing Member | ||||||
| MGC Venture Partners 2013, L.P. | ||||||
| Date: February 16, 2021 | ||||||
| By: | /s/ Joseph C. Cook III | |||||
| Name: Joseph C. Cook III | ||||||
| Title: Managing Member of the General Partner | ||||||
| MGC Venture Partners 2018 GP, LLC | ||||||
| Date: February 16, 2021 | ||||||
| By: | /s/ Jason S. Ferguson | |||||
| Name: Jason S. Ferguson | ||||||
| Title: Managing Partner | ||||||
| MGC Venture Partners 2018, L.P. | ||||||
| Date: February 16, 2021 | ||||||
| By: | /s/ Jason S. Ferguson | |||||
| Name: Jason S. Ferguson | ||||||
| Title: Managing Partner of the General Partner | ||||||
| MGC Venture Partners QP 2018, L.P. | ||||||
| Date: February 16, 2021 | ||||||
| By: | /s/ Jason S. Ferguson | |||||
| Name: Jason S. Ferguson | ||||||
| Title: Managing Partner of the General Partner | ||||||
| Date: February 16, 2021 | By: | /s/ Joseph C. Cook III | ||||
| Name: Joseph C. Cook III | ||||||
| CUSIP NO. 14843C105 | 13G | Page 12 of 12 Pages |
EXHIBIT INDEX