0000905718-16-001359.txt : 20160420 0000905718-16-001359.hdr.sgml : 20160420 20160420161528 ACCESSION NUMBER: 0000905718-16-001359 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160420 DATE AS OF CHANGE: 20160420 GROUP MEMBERS: ABINGWORTH BIOEQUITIES MASTER FUND LTD GROUP MEMBERS: ABINGWORTH BIOVENTURES VI, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CymaBay Therapeutics, Inc. CENTRAL INDEX KEY: 0001042074 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943103561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87950 FILM NUMBER: 161581514 BUSINESS ADDRESS: STREET 1: 7999 GATEWAY BLVD STREET 2: SUITE 130 CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: 510-293-8800 MAIL ADDRESS: STREET 1: 7999 GATEWAY BLVD STREET 2: SUITE 130 CITY: NEWARK STATE: CA ZIP: 94560 FORMER COMPANY: FORMER CONFORMED NAME: METABOLEX, INC. DATE OF NAME CHANGE: 20090721 FORMER COMPANY: FORMER CONFORMED NAME: METABOLEX INC DATE OF NAME CHANGE: 19970710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abingworth LLP CENTRAL INDEX KEY: 0001397144 IRS NUMBER: 980518585 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN BUSINESS PHONE: 44 (0)20 7534 1500 MAIL ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN SC 13G 1 cymabay_13gdec312015.htm SC 13G

 

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

_____________________

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

CymaBay Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
23257D103
(CUSIP Number)
July 15, 2015
(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)
[X] 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



1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Abingworth LLP

98-051-8585

  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

 

England

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

 

  0 
6

SHARED VOTING POWER

 

1,600,000*
7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

1,600,000*
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,600,000*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.8%*

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA

             

 * Based on the information provided by CymaBay Therapeutics, Inc. (the “Issuer”), there were 23,447,003 shares of the Issuer’s common stock, par value $0.0001 (the “Common Stock”), outstanding as of July 15, 2015 (the “Event Date”). As of the Event Date, Abingworth LLP (“Abingworth”) may be deemed to beneficially own an aggregate of 1,600,000 shares of Common Stock of the Issuer. The number of shares of Common Stock reported above consists of (i) 533,334 shares of Common Stock held by Abingworth Bioventures VI, LP (“ABV VI”); and (ii) 1,066,666 shares of Common Stock held by Abingworth Bioequities Master Fund Limited (“ABE” and, together with ABV VI, the “Abingworth Funds”). Abingworth, as the investment manager of the Abingworth Funds, may be deemed to beneficially own the 1,600,000 shares of Common Stock held by the Abingworth Funds. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth may be deemed to beneficially own 6.8% of the shares of Common Stock deemed issued and outstanding.  

 
 

   

Cusip No. 23257D103



1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Abingworth Bioventures VI, LP

98-040-3543 

  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

 

England

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

 

  0 
6

SHARED VOTING POWER

 

533,334*
7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

533,334*
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

533,334*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.3%*

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA

             

 * Based on the information provided by Issuer, there were 23,447,003 shares of the Issuer’s Common Stock outstanding as of the Event Date. As of the Event Date, ABV VI held 533,334 shares of Common Stock. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, ABV VI may be deemed to beneficially own 2.3% of the shares of Common Stock deemed issued and outstanding. Abingworth, as the investment manager of ABV VI, may be deemed to beneficially own the 533,334 shares of Common Stock held by ABV VI.

Cusip No. 23257D103



1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Abingworth Bioequities Master Fund Limited

66-066-0960 

  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

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

 

  0 
6

SHARED VOTING POWER

 

1,066,666*
7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

1,066,666*
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,066,666*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.5%*

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

             

 * Based on the information provided by Issuer, there were 23,447,003 shares of the Issuer’s Common Stock outstanding as of the Event Date. As of the Event Date, ABE held 1,066,666 shares of Common Stock. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, ABE may be deemed to beneficially own 4.5% of the shares of Common Stock deemed issued and outstanding. Abingworth, as the investment manager of ABE, may be deemed to beneficially own the 1,066,666 shares of Common Stock held by ABE.

 

 
 

 

Item 1(a).   Name of Issuer:

 

CymaBay Therapeutics, Inc.

 

Item 1(b).   Address of Issuer’s Principal Executive Offices:

 

7999 Gateway Blvd., Suite 130

Newark, CA 94560

 

Item 2(a).   Name of Persons Filing:

 

This Schedule 13G is being filed on behalf of (i) Abingworth Bioventures VI, LP (“ABV VI”), (ii) Abingworth Bioequities Master Fund Limited (“ABE” and, together with ABV IV, the “Abingworth Funds”) and (iii) Abingworth LLP (“Abingworth” and, together with ABV VI and ABE, the “Reporting Persons”). As of July 15, 2015 (the “Event Date”), (i) ABV VI is the owner of record of 533,534 shares of common stock (the “Common Stock”) of CymaBay Therapeutics, Inc., a Delaware corporation (the “Issuer”) and (ii) ABE is the owner of record of 1,066,666 shares of Common Stock. Abingworth, as the investment manager of the Abingworth Funds, may be deemed to beneficially own the 1,600,000 shares of Common Stock held by the Abingworth Funds.

 

Item 2(b).   Address of Principal Business Office or, if None, Residence:

 

The business address for each of the Reporting persons is c/o Abingworth LLP, Princes House, 38 Jermyn Street, London, England SW1Y 6DN.

 

Item 2(c).   Citizenship:

 

Abingworth LLP is a limited liability partnership organized under the laws of England. ABV VI is a limited partnership organized under the laws of England. ABE is a company organized under the laws of the Cayman Islands.

  

Item 2(d). Title of Class of Securities:

 

Common Stock, par value $0.0001

 

Item 2(e). CUSIP Number:

 

23257D103

  

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:

 

Not Applicable.

 

 
 

 

Item 4. Ownership.  
 

As reported in the cover pages to this report, the ownership information with respect to each of the Reporting Persons is as follows:

 

 
  (a)  Amount Beneficially Owned: 1,600,000*    
  (b)  Percent of Class: 6.8%*    
  (c)  Number of Shares as to which such person has:      
  (i)  Sole power to vote or to direct the vote: 0    
  (ii)  Shared power to vote or to direct the vote: 1,600,000*  
  (iii)  Sole power to dispose or to direct the disposition of:    
  (iv)  Shared power to dispose or to direct the disposition of: 1,600,000*  
           

* Based on the information provided by Issuer, there were 23,447,003 shares of the Issuer’s common stock outstanding as of the Event Date. As of the Event Date, Abingworth may be deemed to beneficially own an aggregate of 1,600,000 shares of Common Stock, of the Issuer. The number of shares of Common Stock reported above consists of (i) 533,334 shares of Common Stock held by ABV VI; and (ii) 1,066,666 shares of Common Stock held by ABE. Abingworth, as the investment manager of the Abingworth Funds, may be deemed to beneficially own the 1,600,000 shares of Common Stock held by the Abingworth Funds. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth may be deemed to beneficially own 6.8% of the shares of Common Stock deemed issued and outstanding.

 

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 person has ceased to be the owner of more than five percent of the class of securities, check the following: [   ]

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

 

 

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

  

 

 

 

 

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.

Date:  April 19, 2016

 

   
ABINGWORTH LLP  
   
   
By: /s/ John Heard  
  Name:  John Heard  
  Title:  Authorized Signatory  
   
   
ABINGWORTH BIOVENTURES VI, LP  
   
By: Abingworth LLP, its Manager  
   
   
By: /s/ John Heard  
  Name:  John Heard  
  Title:  Authorized Signatory  
     

 

ABINGWORTH BIOEQUITIES MASTER FUND LIMITED  
   
   
By: /s/ John Heard  
  Name:  John Heard  
  Title:  Authorized Signatory  
   

 

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

 

 

 
 

 

 

Exhibit Index

 

 

Exhibit Page
   
A. Joint Filing Agreement dated as of April 19, 2016 by and among Abingworth LLP, Abingworth Bioventures VI, LP and Abingworth Bioequities Master Fund Limited 11
   

 

 

 

 
 

 

 

Exhibit A

 

JOINT FILING AGREEMENT

 

This Agreement will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the ordinary shares, $0.0001 par value per share, of CymaBay Therapeutics, Inc. is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below, in accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of April 19, 2016

 

   
ABINGWORTH LLP  
   
   
By: /s/ John Heard  
  Name:  John Heard  
  Title:  Authorized Signatory  
   
   
ABINGWORTH BIOVENTURES VI, LP  
   
By: Abingworth LLP, its Manager  
   
   
By: /s/ John Heard  
  Name:  John Heard  
  Title:  Authorized Signatory  
     

 

ABINGWORTH BIOEQUITIES MASTER FUND LIMITED  
   
   
By: /s/ John Heard  
  Name:  John Heard  
  Title:  Authorized Signatory