SEC Form SC 13G/A filed by CymaBay Therapeutics Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CymaBay Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
23257D103
(CUSIP Number)
December 31, 2023
(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 (however, see the Notes).
CUSIP No. 23257D103 | 13G |
1. | NAMES OF REPORTING PERSONS
TCG Crossover GP I, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
7. | SOLE DISPOSITIVE POWER
0 | |||
8. | SHARED DISPOSITIVE POWER
0 |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
OO |
CUSIP No. 23257D103 | 13G |
1. | NAMES OF REPORTING PERSONS
TCG Crossover Fund I, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | |||
7. | SOLE DISPOSITIVE POWER
0 | |||
8. | SHARED DISPOSITIVE POWER
0 |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
PN |
CUSIP No. 23257D103 | 13G |
1. | NAMES OF REPORTING PERSONS
Chen Yu | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
0 | ||
6. | SHARED VOTING POWER
0 | |||
7. | SOLE DISPOSITIVE POWER
0 | |||
8. | SHARED DISPOSITIVE POWER
0 |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. 23257D103 | 13G |
Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13G initially filed with the Securities and Exchange Commission (the “Commission”) on November 29, 2021, as amended by Amendment No. 1 filed with the Commission on February 14, 2023 (collectively, the “Original Schedule 13G”) and is being filed by TCG Crossover Fund I, L.P. (“TCG Crossover I”), TCG Crossover GP I, LLC (“TCG Crossover GP I” and together with TCG Crossover I, the “Reporting Entities”) and Chen Yu (the “Reporting Individual”). The Reporting Entities and the Reporting Individual are collectively referred to as the “Reporting Persons.” The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is filed as Exhibit 1 to the Original Schedule 13G. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Original Schedule 13G.
Item 4. | Ownership. |
(a) Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person.*
(b) Percent of class:
See Row 11 of the cover page for each Reporting Person.*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
See Row 5 of the cover page for each Reporting Person.*
(ii) Shared power to vote or to direct the vote
See Row 6 of the cover page for each Reporting Person.*
(iii) Sole power to dispose or to direct the disposition of
See Row 7 of the cover page for each Reporting Person.*
(iv) Shared power to dispose or to direct the disposition of
See Row 8 of the cover page for each Reporting Person.*
* | Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. |
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 Persons have ceased to be the beneficial owner of more than 5% of the class of securities, check the following: ☒
Material to be Filed as Exhibits.
Exhibit 24 – Power of Attorney (Craig Skaling).
CUSIP No. 23257D103 | 13G |
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.
Dated: February 13, 2024
TCG Crossover Fund I, L.P. | ||
By: | TCG Crossover GP I, LLC | |
Its: | General Partner | |
By: | /s/ Craig Skaling | |
Authorized Signatory | ||
TCG Crossover GP I, LLC | ||
By: | /s/ Craig Skaling | |
Authorized Signatory |
/s/ Craig Skaling as attorney-in-fact for Chen Yu |
Chen Yu |