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^*

McWherter Charles

(Last)

(First)

(Middle)

C/O CYMABAY THERAPEUTICS, INC.

7575 GATEWAY BLVD., SUITE 110

(Street)

NEWARK

94560

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President of R&D

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2024

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	01/19/2024		M		2,250	A	$1.06	17,250	D
Common Stock	01/19/2024		S⁽¹⁾		2,250	D	$23.6721⁽²⁾	15,000	D
Common Stock	01/19/2024		M		2,778	A	$1.72	17,778	D
Common Stock	01/19/2024		S⁽¹⁾		2,778	D	$23.6641⁽²⁾	15,000	D
Common Stock	01/19/2024		M		1,916	A	$1.82	16,916	D
Common Stock	01/19/2024		S⁽¹⁾		1,916	D	$23.6641⁽²⁾	15,000	D
Common Stock	01/19/2024		M		8,334	A	$10	23,334	D
Common Stock	01/19/2024		S⁽¹⁾		8,334	D	$23.676⁽³⁾	15,000	D
Common Stock	01/19/2024		M		3,125	A	$11.69	18,125	D
Common Stock	01/19/2024		S⁽¹⁾		3,125	D	$23.676⁽³⁾	15,000	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)	$1.06	01/19/2024		M			2,250	⁽⁴⁾	01/25/2026	Common Stock	2,250	$0	51,750	D
Employee Stock Option (right to buy)	$1.72	01/19/2024		M			2,778	⁽⁴⁾	01/18/2027	Common Stock	2,778	$0	97,222	D
Employee Stock Option (right to buy)	$1.82	01/19/2024		M			1,916	⁽⁵⁾	07/24/2026	Common Stock	1,916	$0	44,084	D
Employee Stock Option (right to buy)	$10	01/19/2024		M			8,334	⁽⁴⁾	01/06/2025	Common Stock	8,334	$0	91,666	D
Employee Stock Option (right to buy)	$11.69	01/19/2024		M			3,125	⁽⁶⁾	01/23/2028	Common Stock	3,125	$0	146,875	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on September 29, 2023.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.48 to $24.20, inclusive. The reporting person undertakes to provide to CymaBay Therapeutics, Inc., any security holder of CymaBay Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.45 to $24.305, inclusive. The reporting person undertakes to provide to CymaBay Therapeutics, Inc., any security holder of CymaBay Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The option vested as to 1/4 of the underlying shares on the first anniversary of the grant date and the remaining 3/4 of the underlying shares vested ratably on a monthly basis over the 36 months thereafter.

5. The option vested as to 1/2 of the underlying shares on December 30, 2016 and the remaining 1/2 of the underlying shares vested on January 4, 2017.

6. The option vested as to 1/4 of the underlying shares on January 1, 2019 and the remaining 3/4 of the underlying shares vested ratably on a monthly basis over the 36 months thereafter.

	/s/ Paul Quinlan, as attorney-in-fact for Charles McWherter	01/22/2024
	** 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).
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.

Mcwherter Charles exercised 18,403 shares at a strike of $7.09 and sold $435,645 worth of shares (18,403 units at $23.67) (SEC Form 4)