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* Versant Venture Capital II, LP (Last) (First) (Middle) 3000 SAND HILL ROAD BULIDING 4, SUITE 210 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/11/2013	3. Issuer Name and Ticker or Trading Symbol CymaBay Therapeutics, Inc. [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	1,020,127(1)	D(1)
Common Stock	19,358(2)	I(2)	Versant Affiliates Fund II-A, L.P.(2)
Common Stock	9,116(3)	I(3)	Versant Side Fund II, L.P.(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	09/30/2013	09/30/2018	Common Stock	72,963(1)	$5.75	D(1)
Warrants (right to buy)	09/30/2013	09/30/2018	Common Stock	1,384(2)	$5.75	I(2)	Versant Affiliates Fund II-A, L.P.(2)
Warrants (right to buy)	09/30/2013	09/30/2018	Common Stock	652(3)	$5.75	I(3)	Versant Side Fund II, L.P.

1. Name and Address of Reporting Person* Versant Venture Capital II, LP (Last) (First) (Middle) 3000 SAND HILL ROAD BULIDING 4, SUITE 210 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Versant Affiliates Fund II-A, LP (Last) (First) (Middle) 3000 SAND HILL ROAD BULIDING 4, SUITE 210 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Versant Side Fund II, LP (Last) (First) (Middle) 3000 SAND HILL ROAD BULIDING 4, SUITE 210 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are held by Versant Venture Capital II, L.P. ("VVC II"). In their capacity as managing members of Versant Ventures II, LLC ("VV II") which is the general partner of VVC II, Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Barbara Lubash and Don Milder share voting and investment authority over the shares held by the VVC II and may be deemed to beneficially own the shares. Each of Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Barbara Lubash and Don Milder disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

2. The shares are held by Versant Affiliates Fund II-A, L.P. ("Affiliates II"). In their capacity as managing members of VV II which is the general partner of Affiliates II, Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Barbara Lubash and Don Milder share voting and investment authority over the shares held by Affiliates II and may be deemed to beneficially own the shares. Each of Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Barbara Lubash and Don Milder disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

3. The shares are held by Versant Side Fund II, L.P. ("Side Fund II"). In their capacity as managing members of VV II which is the general partner of Side Fund II, Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Barbara Lubash and Don Milder share voting and investment authority over the shares held by the Side Fund II and may be deemed to beneficially own the shares. Each of Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Barbara Lubash and Don Milder disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

Remarks:

	/s/ Robin L. Praeger, Attorney-in-fact	10/11/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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