0000921895-19-002974.txt : 20191212 0000921895-19-002974.hdr.sgml : 20191212 20191212170415 ACCESSION NUMBER: 0000921895-19-002974 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20191212 DATE AS OF CHANGE: 20191212 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87950 FILM NUMBER: 191282513 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENGINE CAPITAL, L.P. CENTRAL INDEX KEY: 0001580320 IRS NUMBER: 364755478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1370 BROADWAY STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: (212) 321-0048 MAIL ADDRESS: STREET 1: 1370 BROADWAY STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Engine Capital Management, L.P. DATE OF NAME CHANGE: 20180628 FORMER COMPANY: FORMER CONFORMED NAME: Engine Capital, L.P. DATE OF NAME CHANGE: 20130628 SC 13D 1 sc13d09488034_12122019.htm THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

CymaBay Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

23257D103

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 2, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              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 disclosures provided in a prior cover page.

The information required on 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   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,083,460  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,083,460  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,083,460  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 23257D103

  1   NAME OF REPORTING PERSON  
         
        ENGINE JET CAPITAL, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         900,474  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          900,474  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        900,474  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.3%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP No. 23257D103

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL MANAGEMENT, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,983,934  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,983,934  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,983,934  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 23257D103

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL MANAGEMENT GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,983,934  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,983,934  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,983,934  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP No. 23257D103

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE INVESTMENTS, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,983,934  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,983,934  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,983,934  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

CUSIP No. 23257D103

 

  1   NAME OF REPORTING PERSON  
         
        ARNAUD AJDLER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        BELGIUM  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,983,934  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,983,934  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,983,934  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.3%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

7

CUSIP No. 23257D103

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1.Security and Issuer.

 

This statement relates to the Common stock, $0.0001 par value per share (the “Shares”), of CymaBay Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 7575 Gateway Blvd., Suite 110, Newark, California 94560.

 

Item 2.Identity and Background.

 

(a)This statement is filed by:
(i)Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the Shares directly and beneficially owned by it;
(ii)Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the Shares directly and beneficially owned by it;
(iii)Engine Capital Management, LP, a Delaware limited partnership (“Engine Management”), as the investment manager of each of Engine Capital and Engine Jet;
(iv)Engine Capital Management GP, LLC, a Delaware limited liability company (“Engine GP”), as the general partner of Engine Management;
(v)Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of each of Engine Capital and Engine Jet; and
(vi)Arnaud Ajdler, as the managing partner of Engine Management, and the managing member of each of Engine GP and Engine Investments.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Engine Capital, Engine Jet, Engine Management, Engine GP, Engine Investments, and Mr. Ajdler is 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105.

(c)       The principal business of each of Engine Capital and Engine Jet is investing in securities. Engine Management is the investment manager of each of Engine Capital and Engine Jet. Engine GP serves as the general partner of Engine Management. Engine Investments serves as the general partner of each of Engine Capital and Engine Jet. Mr. Ajdler serves as the managing partner of Engine Management and the managing member of each of Engine GP and Engine Investments.

(d)       No Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

8

CUSIP No. 23257D103

(e)       No Reporting Person has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Mr. Ajdler is a citizen of Belgium.

Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 4,083,460 Shares beneficially owned by Engine Capital is approximately $6,245,522, including brokerage commissions. The aggregate purchase price of the 900,474 Shares beneficially owned by Engine Jet is approximately $1,377,246, including brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning strategic alternatives, changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 68,701,043 Shares outstanding, as of October 31, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.

9

CUSIP No. 23257D103

A.Engine Capital
(a)As of the close of business on December 12, 2019, Engine Capital directly owned 4,083,460 Shares.

Percentage: Approximately 5.9%

(b)1. Sole power to vote or direct vote: 4,083,460
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,083,460
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Engine Capital during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
B.Engine Jet
(a)As of the close of business on December 12, 2019, Engine Jet directly owned 900,474 Shares.

Percentage: Approximately 1.3%

(b)1. Sole power to vote or direct vote: 900,474
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 900,474
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
C.Engine Management
(a)Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Management may be deemed to beneficially own 4,983,934 Shares.

Percentage: Approximately 7.3%

(b)1. Sole power to vote or direct vote: 4,983,934
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,983,934
4. Shared power to dispose or direct the disposition: 0

 

(c)Engine Management has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
10

CUSIP No. 23257D103

D.Engine GP
(a)Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine GP may be deemed to beneficially own 4,983,934 Shares.

Percentage: Approximately 7.3%

(b)1. Sole power to vote or direct vote: 4,983,934
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,983,934
4. Shared power to dispose or direct the disposition: 0

 

(c)Engine GP has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
E.Engine Investments
(a)Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Investments may be deemed to beneficially own 4,983,934 Shares.

Percentage: Approximately 7.3%

(b)1. Sole power to vote or direct vote: 4,983,934
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,983,934
4. Shared power to dispose or direct the disposition: 0

 

(c)Engine Investments has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
F.Arnaud Ajdler
(a)Mr. Ajdler, as the managing partner of Engine Management, and the managing member of each of Engine GP and Engine Investments, may be deemed to beneficially own the 4,983,934 Shares owned beneficially by Engine Management, Engine GP and Engine Investments.

Percentage: Approximately 7.3%

(b)1. Sole power to vote or direct vote: 4,983,934
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,983,934
4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Ajdler has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.

11

CUSIP No. 23257D103

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On December 12, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement by and among Engine Capital, L.P., Engine Jet Capital, L.P., Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC and Arnaud Ajdler, dated December 12, 2019.

12

CUSIP No. 23257D103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 12, 2019

 

  Engine Capital, L.P.
   
  By: Engine Investments, LLC
General Partner
     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Jet Capital, L.P.
   
  By: Engine Investments, LLC
General Partner
     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Capital Management, LP
   
  By: Engine Capital Management GP, LLC
General Partner
     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Capital Management GP, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Investments, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

   
   
 

/s/ Arnaud Ajdler

  Arnaud Ajdler

 

13

CUSIP No. 23257D103

  

SCHEDULE A

Transactions in the Shares During the Past Sixty (60) Days

Nature of Transaction

Amount of Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale

 

Engine Capital, L.P.

 

Purchase of Common Stock 2,524,679 1.4287 11/26/2019
Purchase of Common Stock 210,789 1.7105 11/27/2019
Purchase of Common Stock 81,441 1.6416 12/02/2019
Purchase of Common Stock 328,720 1.6180 12/03/2019
Purchase of Common Stock 245,797 1.6327 12/04/2019
Purchase of Common Stock 81,932 1.6450 12/05/2019
Purchase of Common Stock 122,899 1.6583 12/06/2019
Purchase of Common Stock 81,932 1.7097 12/09/2019
Purchase of Common Stock 154,834 1.7118 12/10/2019
Purchase of Common Stock 141,139 1.7042 12/11/2019

Purchase of Common Stock 109,298 1.7019 12/12/2019

Engine JET Capital, L.P.

 

Purchase of Common Stock 556,736 1.4287 11/26/2019
Purchase of Common Stock 46,483 1.7105 11/27/2019
Purchase of Common Stock 17,959 1.6416 12/02/2019
Purchase of Common Stock 72,488 1.6180 12/03/2019
Purchase of Common Stock 54,203 1.6327 12/04/2019
Purchase of Common Stock 18,068 1.6450 12/05/2019
Purchase of Common Stock 27,101 1.6583 12/06/2019
Purchase of Common Stock 18,068 1.7097 12/09/2019
Purchase of Common Stock 34,143 1.7118 12/10/2019
Purchase of Common Stock 31,123 1.7042 12/11/2019

Purchase of Common Stock 24,102 1.7019 12/12/2019

 

 

 EX-99.1 2 ex991to13d09488034_12122019.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common stock, $0.0001 par value, of CymaBay Therapeutics, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: December 12, 2019

 

  Engine Capital, L.P.
   
  By: Engine Investments, LLC
General Partner
     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Jet Capital, L.P.
   
  By: Engine Investments, LLC
General Partner
     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Capital Management, LP
   
  By: Engine Capital Management GP, LLC
General Partner
     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Capital Management GP, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Investments, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

   
   
 

/s/ Arnaud Ajdler

  Arnaud Ajdler