0000950170-24-035470.txt : 20240322 0000950170-24-035470.hdr.sgml : 20240322 20240322170611 ACCESSION NUMBER: 0000950170-24-035470 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: McWherter Charles CENTRAL INDEX KEY: 0001588862 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36500 FILM NUMBER: 24776121 MAIL ADDRESS: STREET 1: C/O CYMABAY THERAPEUTICS, INC. STREET 2: 7575 GATEWAY BLVD., SUITE 110 CITY: NEWARK STATE: CA ZIP: 94560 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 0001588862 McWherter Charles C/O CYMABAY THERAPEUTICS, INC. 7601 DUMBARTON CIRCLE FREMONT CA 94555 false true false false President of R&D false Common Stock 2024-03-22 4 D false 15000 D 0 D Common Stock 2024-03-22 4 D false 31938 D 0 D Employee Stock Option (right to buy) 10.00 2024-03-22 4 D false 91666 D 2025-01-06 Common Stock 91666 0 D Employee Stock Option (right to buy) 1.06 2024-03-22 4 D false 51750 D 2026-01-25 Common Stock 51750 0 D Employee Stock Option (right to buy) 1.82 2024-03-22 4 D false 44084 D 2026-07-24 Common Stock 44084 0 D Employee Stock Option (right to buy) 1.72 2024-03-22 4 D false 97222 D 2027-01-18 Common Stock 97222 0 D Employee Stock Option (right to buy) 11.69 2024-03-22 4 D false 146875 D 2028-01-23 Common Stock 146875 0 D Employee Stock Option (right to buy) 8.43 2024-03-22 4 D false 172891 D 2029-01-28 Common Stock 172891 0 D Employee Stock Option (right to buy) 4.05 2024-03-22 4 D false 328299 D 2030-05-14 Common Stock 328299 0 D Employee Stock Option (right to buy) 5.78 2024-03-22 4 D false 112000 D 2031-01-25 Common Stock 112000 0 D Employee Stock Option (right to buy) 2.94 2024-03-22 4 D false 225000 D 2032-01-24 Common Stock 225000 0 D Employee Stock Option (right to buy) 7.80 2024-03-22 4 D false 300000 D 2033-01-24 Common Stock 300000 0 D Employee Stock Option (right to buy) 22.85 2024-03-22 4 D false 118625 D 2034-01-23 Common Stock 118625 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 restricted stock unit award was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of CymaBay common stock subject to such restricted stock unit award and (ii) $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 Charles McWherter 2024-03-22