SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

OMara Patrick J.

(Last)

(First)

(Middle)

C/O CYMABAY THERAPEUTICS, INC.

7999 GATEWAY BLVD., SUITE 130

(Street)

NEWARK

94560

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2016

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Business Development

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	01/06/2025	Common Stock	50,000	$10	D
Employee Stock Option (right to buy)	⁽²⁾	01/05/2024	Common Stock	7,628	$5	D
Employee Stock Option (right to buy)	⁽²⁾	12/22/2023	Common Stock	16,213	$5	D
Employee Stock Option (right to buy)	⁽³⁾	12/22/2023	Common Stock	872	$5	D
Employee Stock Option (right to buy)	12/23/2013	12/22/2023	Common Stock	623	$5	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/22/2023	Common Stock	1,247	$5	D
Employee Stock Option (right to buy)	⁽⁵⁾	12/22/2023	Common Stock	884	$5	D
Employee Stock Option (right to buy)	⁽³⁾	12/22/2023	Common Stock	901	$5	D
Employee Stock Option (right to buy)	⁽³⁾	01/24/2022	Common Stock	691	$4.77	D
Stock Appreciation Right	⁽⁶⁾	12/22/2023	Common Stock	7,264	$5	D

Explanation of Responses:

1. The option vests with respect to one-quarter of the underlying shares upon the first anniversary of the grant date, and then with respect to the remaining shares monthly thereafter over the next three years.

2. The option vests with respect to one-third of the underlying shares on the grant date, and then with respect to the remaining two-thirds of the underlying shares in 48 equal monthly installments thereafter.

3. The option vests in 48 equal monthly installments as measured from the grant date.

4. The option vests in 36 equal monthly installments as measured from the grant date.

5. The option vests with respect to one-quarter of the underlying shares upon the grant date, and then with respect to the remaining shares monthly thereafter over the next four years.

6. This award was granted under the Issuer's 2013 Equity Incentive Plan and can be settled in cash or shares of the Issuer's common stock, at the sole discretion of the Issuer. The award vests in 48 equal monthly installments from the grant date.

	/s/ Sujal Shah, by power of attorney	01/28/2016
	** 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 5 (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.