0001596770-16-000106.txt : 20160212 0001596770-16-000106.hdr.sgml : 20160212 20160212172033 ACCESSION NUMBER: 0001596770-16-000106 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87950 FILM NUMBER: 161420805 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: ALTA BIOPHARMA PARTNERS III LP CENTRAL INDEX KEY: 0001257444 IRS NUMBER: 050573803 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153624022 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 schedule13ga.htm CYMABAY SCHEDULE 13GA 2-12-16 schedule13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)



CYMABAY THERAPEUTICS, INC.
(Name of Issuer)

Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
23257D103    
(CUSIP Number)
 
DECEMBER 31, 2015 
(Date of Event That Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

    o Rule 13d-1(b)
     
    o Rule 13d-1(c)
     
    x 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
13G
Page 2 of 13 Pages


 
 
(1)
Names of Reporting Persons.
Alta BioPharma Partners III, L.P.
 
(2)
Check the Appropriate Box if a Member of a Group
   
(a)
o
   
(b)
x
 
(3)
SEC Use Only
 
 
(4)
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5)
Sole Voting Power
1,001,191 (a)
(6)
Shared Voting Power
-0-
(7)
Sole Dispositive Power
1,001,191 (a)
(8)
Shared Dispositive Power
-0-
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,001,191 (a)
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
(11)
Percent of Class Represented by Amount in Row (9)
4.3% (b)
 
(12)
Type of Reporting Person
PN
           

(a) Alta BioPharma Partners III, L.P. (“ABPIII”) has sole voting and dispositive control over 932,498 shares of common stock (“Common Stock”) and warrants to purchase 68,693 shares of Common Stock of CymaBay Therapeutics, Inc. (the “Issuer”), except that Alta BioPharma Management III, LLC (“ABMIII”), the general partner of ABPIII, and Farah Champsi (“Champsi”) and Edward Penhoet (“Penhoet”), directors of ABMIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about ABPIII is set forth in Attachment A hereto.
(b) The percentage set forth in row (11) is based on an aggregate of 23,447,003 shares of Common Stock outstanding as of November 2, 2015 as reported in the Issuer’s 10-Q  for the quarter ended September 30, 2015 as filed with the Securities and Exchange Commission on November 12, 2015 plus each Reporting Person’s immediately exercisable Warrant, as applicable.  The information with respect to the shares of Common Stock beneficially owned by each Reporting Person is provided as of December 31, 2015.

 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 3 of 13 Pages



 
(1)
Names of Reporting Persons.
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG
 
(2)
Check the Appropriate Box if a Member of a Group
   
(a)
o
   
(b)
x
 
(3)
SEC Use Only
 
 
(4)
Citizenship or Place of Organization
Germany
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5)
Sole Voting Power
67,238 (c)
(6)
Shared Voting Power
-0-
(7)
Sole Dispositive Power
67,238 (c)
(8)
Shared Dispositive Power
-0-
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
67,238 (c)
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
(11)
Percent of Class Represented by Amount in Row (9)
0.3% (b)
 
(12)
Type of Reporting Person
PN
           
_________________________
(c) Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”) has sole voting and dispositive control over 62,625 shares of Common Stock and warrants to purchase 4,613 shares of Common Stock, except that ABMIII, the managing limited partner of ABPIIIKG, Champsi and Penhoet, directors of ABMIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about ABPIIIKG is set forth in Attachment A hereto.

 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 4 of 13 Pages



 
 
(1)
Names of Reporting Persons.
Alta BioPharma Management III, LLC
 
(2)
Check the Appropriate Box if a Member of a Group
   
(a)
o
   
(b)
x
 
(3)
SEC Use Only
 
 
(4)
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5)
Sole Voting Power
-0-
(6)
Shared Voting Power
1,068,429 (d)
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power
1,068,429 (d)
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,068,429 (d)
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
(11)
Percent of Class Represented by Amount in Row (9)
4.5% (b)
 
(12)
Type of Reporting Person
OO
           
_________________________
(d) ABMIII shares voting and dispositive power over the 932,498 shares of Common Stock and warrants to purchase 68,693 shares of Common Stock beneficially owned by ABPIII and the 62,625 shares of Common Stock and warrants to purchase 4,613 shares of Common Stock beneficially owned by ABPIIIKG. Additional information about ABMIII is set forth in Attachment A hereto.

 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 5 of 13 Pages



 
 
(1)
Names of Reporting Persons.
Alta Embarcadero BioPharma Partners III, LLC
 
(2)
Check the Appropriate Box if a Member of a Group
   
(a)
o
   
(b)
x
 
(3)
SEC Use Only
 
 
(4)
Citizenship or Place of Organization
California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5)
Sole Voting Power
24,671 (e)
(6)
Shared Voting Power
-0-
(7)
Sole Dispositive Power
24,671 (e)
(8)
Shared Dispositive Power
-0-
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
24,671 (e)
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
(11)
Percent of Class Represented by Amount in Row (9)
0.1% (b)
 
(12)
Type of Reporting Person
OO
           
_________________________
(e) Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”) has sole voting and dispositive control over 22,979 shares of Common Stock and warrants to purchase 1,692 shares of Common Stock, except that Champsi and Penhoet, managing directors of AEBPIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about AEBPIII is set forth in Attachment A hereto.

 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 6 of 13 Pages



 
 
(1)
Names of Reporting Persons.
Farah Champsi
 
(2)
Check the Appropriate Box if a Member of a Group
   
(a)
o
   
(b)
x
 
(3)
SEC Use Only
 
 
(4)
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5)
Sole Voting Power
-0-
(6)
Shared Voting Power
1,093,100 (h)
(7)
Sole Dispositive Power
-0-
(8)
Shared Dispositive Power
1,093,100 (h)
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,100 (h)
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
(11)
Percent of Class Represented by Amount in Row (9)
4.6% (b)
 
(12)
Type of Reporting Person
IN
           
_________________________
(h) Champsi shares voting and dispositive control over the 932,498 shares of common stock and warrants to purchase 68,693 shares of Common Stock beneficially owned by ABPIII, the 62,625 shares of Common Stock and warrants to purchase 4,613 shares of Common Stock beneficially owned by ABPIIIKG, and the 22,979 shares of Common Stock and warrants to purchase 1,692 shares of Common Stock beneficially owned by AEBPIII. Additional information about Champsi is set forth in Attachment A hereto.

 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 7 of 13 Pages



 
 
(1)
Names of Reporting Persons.
Edward Penhoet
 
(2)
Check the Appropriate Box if a Member of a Group
   
(a)
o
   
(b)
x
 
(3)
SEC Use Only
 
 
(4)
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(5)
-0-
(6)
Shared Voting Power
1,093,100 (i)
(7)
-0-
(8)
Shared Dispositive Power
1,093,100 (i)
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,100 (i)
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
(11)
Percent of Class Represented by Amount in Row (9)
4.6% (b)
 
(12)
Type of Reporting Person
IN
           
_________________________
(i)  
Penhoet shares voting and dispositive control over the 932,498 shares of common stock and warrants to purchase 68,693 shares of Common Stock beneficially owned by ABPIII, the 62,625 shares of Common Stock and warrants to purchase 4,613 shares of Common Stock beneficially owned by ABPIIIKG, and the 22,979 shares of Common Stock and warrants to purchase 1,692 shares of Common Stock beneficially owned by AEBPIII. Additional information about Penhoet is set forth in Attachment A hereto.

 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 8 of 13 Pages


 
Item 1.
  
 
(a)
Name of Issuer:
CymaBay Therapeutics, Inc. (“Issuer”)
 
  
 
(b)
Address of Issuer’s Principal Executive Offices:
7999 Gateway Boulevard, Suite 130
Newark, CA  94560
  
   
Item 2.
  
 
(a)
Name of Person Filing:
Alta BioPharma Partners III, L.P. (“ABPIII”)
Alta BioPharma Management III, LLC (“ABMIII”)
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”)
Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”)
Farah Champsi (“FC”)
Edward Penhoet (“EP”)
 
  
 
(b)
Address of Principal Business Office:
One Embarcadero Center, Suite 3700
San Francisco, CA 94111
 
  
 
(c)
Citizenship/Place of Organization:
  
   
Entities:
ABPIII
Delaware
     
ABMIII
Delaware
     
ABPIIIKG
Germany
     
AEBPIII
California
         
         
   
Individuals:
FC
United States
     
EP
United States
         
 
(d)
Title of Class of Securities:
Common Stock, $0.0001 par value per share
 
  
 
(e)
CUSIP Number:
23257D103
  
   
Item 3.
Not applicable.
  
             
 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 9 of 13 Pages
 
Item 4              Ownership.

The following beneficial ownership information is provided as of December 31, 2015.

Please see Attachment A
Fund Entities
Shares Held Directly
Sole Voting Power
Shared Voting Power
Sole Dispositive Power
Shared Dispositive Power
Beneficial Ownership
Percentage of Class
               
ABPIII
1,001,191
0
1,001,191
0
1,001,191
1,001,191
4.3%
               
ABMIII
0
0
1,068,429
0
1,068,429
1,068,429
4.5%
               
ABPIIIKG
67,238
0
67,238
0
67,238
67,238
0.3%
               
AEPBIII
24,671
0
24,671
0
24,671
24,671
0.1%
               
FC
0
0
1,093,100
0
1,093,100
1,093,100
4.6%
               
EP
0
0
1,093,100
0
1,093,100
1,093,100
4.6%
 

 
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 beneficial owner of more than 5 percent of the class of securities, check the following ý
 
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
No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(J) of the Act.
 
Item 9.
Notice of Dissolution of Group
Not applicable.
 
Item 10.
Certification
Not applicable.
 
 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 10 of 13 Pages
 
EXHIBITS

A: Joint Filing Statement

 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 11 of 13 Pages




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:
February 12, 2016
 
    
     
     
ALTA BIOPHARMA PARTNERS III, L.P.
  
ALTA BIOPHARMA MANAGEMENT III, LLC
By: Alta BioPharma Management III, LLC
 
 
    
       
       
By:
/s/ Farah Champsi
  
By:
/s/ Farah Champsi
 
Farah Champsi, Director
 
 
    
Farah Champsi, Director
     
     
ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC
  
ALTA BIOPHARMA PARTNERS III GMBH &CO.
BETEILIGUNGS KG
   
By: Alta BioPharma Management III, LLC
 
 
     
     
By:
/s/ Farah Champsi
    
/s/ Farah Champsi
 
Farah Champsi, Manager
 
    
Farah Champsi, Director
         
         
 
/s/ Farah Champsi
      
 
Farah Champsi
 
      
       
       
 
/s/ Edward Penhoet
    
 
Edward Penhoet
    

 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 12 of 13 Pages


EXHIBIT A

AGREEMENT OF JOINT FILING

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of us.


Date:
February 12, 2016
 
    
     
     
ALTA BIOPHARMA PARTNERS III, L.P.
  
ALTA BIOPHARMA MANAGEMENT III, LLC
By: Alta BioPharma Management III, LLC
 
 
    
       
       
By:
/s/ Farah Champsi
  
By:
/s/ Farah Champsi
 
Farah Champsi, Director
 
 
    
Farah Champsi, Director
     
     
ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC
  
ALTA BIOPHARMA PARTNERS III GMBH &CO.
BETEILIGUNGS KG
   
By: Alta BioPharma Management III, LLC
 
 
     
     
By:
/s/ Farah Champsi
    
/s/ Farah Champsi
 
Farah Champsi, Manager
 
    
Farah Champsi, Director
         
         
 
/s/ Farah Champsi
      
 
Farah Champsi
 
      
       
       
 
/s/ Edward Penhoet
    
 
Edward Penhoet
    


 
 
 
 
 
 
CUSIP No. 23257D103
13G
Page 13 of 13 Pages



 
Attachment A
Alta BioPharma Partners III, L.P. beneficially owns 932,498 shares of Common Stock and warrants to purchase 68,693 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
 
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG beneficially owns 62,625 shares of Common Stock and warrants to purchase 4,613 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
 
Alta Embarcadero BioPharma Partners III, LLC beneficially owns 22,979 shares Common Stock and warrants to purchase 1,692 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
 
Alta BioPharma Management III, LLC is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund.
 
Ms. Farah Champsi is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. She may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds.
 
Mr. Edward Penhoet is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds.