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
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C/O CYMABAY THERAPEUTICS, INC.
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FREMONT
CA
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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