Amended Statement of Beneficial Ownership (sc 13d/a)
May 13 2020 - 9:01AM
Edgar (US Regulatory)
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. 3)1
CymaBay Therapeutics, Inc.
(Name
of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
23257D103
(CUSIP Number)
ANDREW FREEDMAN, ESQ.
RYAN NEBEL, 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)
May 12, 2020
(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).
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1
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NAME OF REPORTING PERSON
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ENGINE CAPITAL, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,731,606
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,731,606
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,731,606
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.5%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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ENGINE JET CAPITAL, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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366,070
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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366,070
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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366,070
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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ENGINE CAPITAL MANAGEMENT, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,097,676
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,097,676
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,097,676
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.0%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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ENGINE CAPITAL MANAGEMENT GP, LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
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NUMBER OF
|
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7
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SOLE VOTING POWER
|
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SHARES
|
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|
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BENEFICIALLY
|
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|
2,097,676
|
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OWNED BY
|
|
8
|
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SHARED VOTING POWER
|
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EACH
|
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|
|
|
REPORTING
|
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|
|
- 0 -
|
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PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
|
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|
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2,097,676
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|
10
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SHARED DISPOSITIVE POWER
|
|
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|
|
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|
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- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,097,676
|
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.0%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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ENGINE INVESTMENTS, LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
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(b) ☐
|
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3
|
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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OO
|
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|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
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6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,097,676
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,097,676
|
|
|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,097,676
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
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|
|
3.0%
|
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|
14
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TYPE OF REPORTING PERSON
|
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OO
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1
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NAME OF REPORTING PERSON
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ARNAUD AJDLER
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
|
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
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6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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BELGIUM
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
2,097,676
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,097,676
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,097,676
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
ROBERT FRANKFURT
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
NADAV KIDRON
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☒
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
ISRAEL
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
|
Item 2.
|
Identity and Background.
|
Item 2 is hereby amended
to add the following:
As discussed in greater
detail in Item 4 below, in connection with the withdrawal of Engine Capital’s nomination of director candidates for election
at the 2020 annual meeting of stockholders (the “Annual Meeting”), Robert Frankfurt and Nadav Kidron are no longer
members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 3
to the Schedule 13D. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial
ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party
to the Joint Filing Agreement, as further described in Item 6 below.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Items 3 is hereby
amended and restated to read as follows:
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 1,731,606
Shares beneficially owned by Engine Capital is approximately $2,634,528, including brokerage commissions. The aggregate purchase
price of the 366,070 Shares beneficially owned by Engine Jet is approximately $556,791, including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby
amended to add the following:
Engine Capital (together
with its affiliates, “Engine”) is pleased by the Issuer’s progress regarding the development of Seladelpar. In
light of these recent positive developments, including the significant appreciation of the Issuer’s stock and the Shares
trading significantly above liquidation value, Engine believes that the risk of the Issuer’s Board of Directors (the “Board”)
pursuing a value-destructive acquisition or reverse merger has substantially decreased. Accordingly, Engine has determined
to withdraw its nominations of Arnaud Ajdler, Robert Frankfurt and Nadav Kidron for election to the Board at the Annual Meeting.
The sale of Shares reported herein was undertaken to effectuate a rebalancing of Engine’s portfolio in light of recent market
volatility and the appreciation in the Issuer’s stock price since Engine’s investment was made in the Issuer.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a) –
(c) and (e) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 68,882,459 Shares outstanding as of April 30, 2020, 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 May 11, 2020.
|
(a)
|
As of the close of business on May 12, 2020, Engine Capital directly owned 1,731,606 Shares.
|
Percentage: Approximately
2.5%
|
(b)
|
1. Sole power to vote or direct vote: 1,731,606
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,731,606
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the close of business on May 12, 2020, Engine Jet directly owned 366,070 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 366,070
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 366,070
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed
to beneficially own the 2,097,676 Shares owned in the aggregate by Engine Capital and Engine Jet.
|
Percentage: Approximately
3.0%
|
(b)
|
1. Sole power to vote or direct vote: 2,097,676
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,097,676
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 2,097,676
Shares owned in the aggregate by Engine Capital and Engine Jet.
|
Percentage: Approximately
3.0%
|
(b)
|
1. Sole power to vote or direct vote: 2,097,676
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,097,676
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed
to beneficially own the 2,097,676 Shares owned in the aggregate by Engine Capital and Engine Jet.
|
Percentage: Approximately
3.0%
|
(b)
|
1. Sole power to vote or direct vote: 2,097,676
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,097,676
4. Shared power to dispose or direct the disposition: 0
|
|
(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 2,097,676 Shares owned in the aggregate by Engine Capital and
Engine Jet.
|
Percentage: Approximately
3.0%
|
(b)
|
1. Sole power to vote or direct vote: 2,097,676
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,097,676
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the close of business on May 12, 2020, Mr. Frankfurt did not beneficially own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the close of business on May 12, 2020, Mr. Kidron did not beneficially own any Shares.
|
Percentage: 0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 2 to
the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in
the open market.
|
|
(e)
|
As of May 12, 2020, the Reporting Persons ceased to be beneficial owners of more than 5% of the
Shares.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended
to add the following:
On May 13, 2020, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent
to this Amendment No. 3 to the Schedule 13D 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.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 is hereby amended
to add the following exhibit:
|
99.1
|
Joint Filing Agreement, dated May 13, 2020.
|
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: May 13, 2020
|
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
|
|
Individually and as attorney-in-fact for Robert Frankfurt and Nadav Kidron
|
SCHEDULE A
Transactions in the Shares Since
the Filing of Amendment No. 2 to the Schedule 13 D
Nature of Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase/Sale
|
ENGINE CAPITAL,
L.P.
Purchase of Common Stock
|
42,721
|
1.5600
|
04/21/2020
|
Purchase of Common Stock
|
2,394
|
1.5200
|
04/22/2020
|
Sale of Common Stock
|
(69,493)
|
1.8900
|
05/06/2020
|
Sale of Common Stock
|
(133,523)
|
1.8740
|
05/06/2020
|
Sale of Common Stock
|
(61,664)
|
1.8600
|
05/11/2020
|
Sale of Common Stock
|
(124,866)
|
4.0136
|
05/11/2020
|
Sale of Common Stock
|
(1,334,590)
|
4.5486
|
05/12/2020
|
Sale of Common Stock
|
(1,898,624)
|
4.4281
|
05/12/2020
|
ENGINE JET CAPITAL, L.P.
Purchase of Common Stock
|
9,031
|
1.5600
|
04/21/2020
|
Purchase of Common Stock
|
506
|
1.5200
|
04/22/2020
|
Sale of Common Stock
|
(12,329)
|
1.8900
|
05/06/2020
|
Sale of Common Stock
|
(14,691)
|
1.8900
|
05/06/2020
|
Sale of Common Stock
|
(28,227)
|
1.8740
|
05/06/2020
|
Sale of Common Stock
|
(13,036)
|
1.8600
|
05/11/2020
|
Sale of Common Stock
|
(26,397)
|
4.0136
|
05/11/2020
|
Sale of Common Stock
|
(282,137)
|
4.5486
|
05/12/2020
|
Sale of Common Stock
|
(401,376)
|
4.4281
|
05/12/2020
|
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