0000950170-24-035448.txt : 20240322 0000950170-24-035448.hdr.sgml : 20240322 20240322165535 ACCESSION NUMBER: 0000950170-24-035448 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240322 FILED AS OF DATE: 20240322 DATE AS OF CHANGE: 20240322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wills Robert James CENTRAL INDEX KEY: 0001634189 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36500 FILM NUMBER: 24776003 MAIL ADDRESS: STREET 1: 175 TOYOTA PLAZA, 7TH FLOOR CITY: MEMPHIS STATE: TN ZIP: 38103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CymaBay Therapeutics, Inc. CENTRAL INDEX KEY: 0001042074 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 943103561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7575 GATEWAY BOULEVARD STREET 2: SUITE 110 CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: 510-293-8800 MAIL ADDRESS: STREET 1: 7575 GATEWAY BOULEVARD STREET 2: SUITE 110 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 4 1 ownership.xml 4 X0508 4 2024-03-22 true 0001042074 CymaBay Therapeutics, Inc. CBAY 0001634189 Wills Robert James C/O CYMABAY THERAPEUTICS, INC. 7601 DUMBARTON CIRCLE FREMONT CA 94555 true false false false false Common Stock 2024-03-22 4 D false 30000 D 0 D Employee Stock Option (right to buy) 5.90 2024-03-22 4 D false 18000 D 2025-04-15 Common Stock 18000 0 D Employee Stock Option (right to buy) 2.04 2024-03-22 4 D false 25000 D 2025-10-05 Common Stock 25000 0 D Employee Stock Option (right to buy) 1.72 2024-03-22 4 D false 9000 D 2026-06-27 Common Stock 9000 0 D Employee Stock Option (right to buy) 3.48 2024-03-22 4 D false 27000 D 2027-04-26 Common Stock 27000 0 D Employee Stock Option (right to buy) 5.50 2024-03-22 4 D false 15000 D 2027-06-27 Common Stock 15000 0 D Employee Stock Option (right to buy) 7.47 2024-03-22 4 D false 7500 D 2027-09-21 Common Stock 7500 0 D Employee Stock Option (right to buy) 11.69 2024-03-22 4 D false 16000 D 2028-01-23 Common Stock 16000 0 D Employee Stock Option (right to buy) 8.43 2024-03-22 4 D false 27705 D 2029-01-28 Common Stock 27705 0 D Employee Stock Option (right to buy) 4.05 2024-03-22 4 D false 49245 D 2030-05-14 Common Stock 49245 0 D Employee Stock Option (right to buy) 5.78 2024-03-22 4 D false 32000 D 2031-01-25 Common Stock 32000 0 D Employee Stock Option (right to buy) 2.94 2024-03-22 4 D false 67000 D 2032-01-24 Common Stock 67000 0 D Employee Stock Option (right to buy) 7.80 2024-03-22 4 D false 25000 D 2033-01-24 Common Stock 25000 0 D Employee Stock Option (right to buy) 22.85 2024-03-22 4 D false 14010 D 2034-01-23 Common Stock 14010 0 D Pursuant to the Agreement and Plan of Merger, dated as of February 11, 2024 (the "Merger Agreement"), by and among CymaBay Therapeutics, Inc. ("CymaBay"), Gilead Sciences, Inc., a Delaware corporation ("Gilead"), and Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gilead ("Purchaser"), among other things, Purchaser merged with and into the Company (the "Merger"). Accordingly, each outstanding share of CymaBay common stock was converted into the right to receive a cash payment equal to $32.50, less applicable withholding taxes. Pursuant to the Merger Agreement, each outstanding CymaBay stock option, whether or not vested, was cancelled and converted into the right to receive a cash payment equal to the product of (a) the excess of (i) $32.50 over (ii) the per share exercise price of such stock option, and (b) the total number of shares of CymaBay common stock subject to such stock option immediately prior to the effective time of the Merger, less applicable withholding taxes. Any outstanding CymaBay stock option with an exercise price equal to or greater than $32.50 was canceled for no consideration. /s/ Paul Quinlan, as attorney-in-fact for Robert Wills 2024-03-22