SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

EMSTER KURT VON

(Last)

(First)

(Middle)

C/O CYMABAY THERAPEUTICS, INC.

7601 DUMBARTON CIRCLE

(Street)

FREMONT

94555

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CymaBay Therapeutics, Inc. [ CBAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2024		D		90,000	D	⁽¹⁾	0	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$10	03/22/2024		D			9,000	⁽²⁾	01/06/2025	Common Stock	9,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$2.97	03/22/2024		D			9,000	⁽²⁾	06/23/2025	Common Stock	9,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$1.72	03/22/2024		D			9,000	⁽²⁾	06/27/2026	Common Stock	9,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$5.5	03/22/2024		D			15,000	⁽²⁾	06/27/2027	Common Stock	15,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$7.47	03/22/2024		D			7,500	⁽²⁾	09/21/2027	Common Stock	7,500	⁽²⁾	0	D
Employee Stock Option (right to buy)	$11.69	03/22/2024		D			16,000	⁽²⁾	01/23/2028	Common Stock	16,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$8.43	03/22/2024		D			27,705	⁽²⁾	01/28/2029	Common Stock	27,705	⁽²⁾	0	D
Employee Stock Option (right to buy)	$4.05	03/22/2024		D			49,245	⁽²⁾	05/14/2030	Common Stock	49,245	⁽²⁾	0	D
Employee Stock Option (right to buy)	$5.78	03/22/2024		D			32,000	⁽²⁾	01/25/2031	Common Stock	32,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$2.94	03/22/2024		D			67,000	⁽²⁾	01/24/2032	Common Stock	67,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$7.8	03/22/2024		D			25,000	⁽²⁾	01/24/2033	Common Stock	25,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$22.85	03/22/2024		D			14,010	⁽²⁾	01/23/2034	Common Stock	14,010	⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of February 11, 2024 (the "Merger Agreement"), by and among CymaBay Therapeutics, Inc. ("CymaBay"), Gilead Sciences, Inc., a Delaware corporation ("Gilead"), and Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gilead ("Purchaser"), among other things, Purchaser merged with and into the Company (the "Merger"). Accordingly, each outstanding share of CymaBay common stock was converted into the right to receive a cash payment equal to $32.50, less applicable withholding taxes.

2. Pursuant to the Merger Agreement, each outstanding CymaBay stock option, whether or not vested, was cancelled and converted into the right to receive a cash payment equal to the product of (a) the excess of (i) $32.50 over (ii) the per share exercise price of such stock option, and (b) the total number of shares of CymaBay common stock subject to such stock option immediately prior to the effective time of the Merger, less applicable withholding taxes. Any outstanding CymaBay stock option with an exercise price equal to or greater than $32.50 was canceled for no consideration.

	/s/ Paul Quinlan, as attorney-in-fact for Kurt von Emster	03/22/2024
	** 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 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).
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Emster Kurt Von returned 90,000 shares to the company, closing all direct ownership in the company (SEC Form 4)