Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 3:46PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
|
Washington, D.C.
20549
|
|
SCHEDULE 13G/A
|
|
Under the Securities
Exchange Act of 1934
|
(Amendment
No. 3)*
|
|
CYMABAY
THERAPEUTICS, INC.
|
(Name of Issuer)
|
|
Common
Stock, par value $0.0001 per share
|
(Title of Class
of Securities)
|
|
23257D103
|
(CUSIP Number)
|
|
December
31, 2017
|
(Date of Event
Which Requires Filing of This Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
|
☐
|
Rule
13d-1(b)
|
☒
|
Rule
13d-1(c)
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☐
|
Rule
13d-1(d)
|
|
(Page
1 of 10 Pages)
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*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/A
|
Page
2
of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Adage
Capital Partners, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b) ☐
|
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
3,279,526
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
3,279,526
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,279,526
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.48%
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP No. 23257D103
|
13G/A
|
Page
3
of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Adage
Capital Partners GP, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b) ☐
|
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
3,279,526
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
3,279,526
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,279,526
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.48%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
CUSIP No. 23257D103
|
13G/A
|
Page
4
of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Adage
Capital Advisors, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b) ☐
|
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
3,279,526
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
3,279,526
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,279,526
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.48%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
CUSIP No. 23257D103
|
13G/A
|
Page
5
of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Robert
Atchinson
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b) ☐
|
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
3,279,526
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
3,279,526
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,279,526
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.48%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 23257D103
|
13G/A
|
Page
6
of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Phillip
Gross
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b) ☐
|
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
3,279,526
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
3,279,526
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,279,526
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.48%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 23257D103
|
13G/A
|
Page
7
of 10 Pages
|
Item
1(a).
|
NAME
OF ISSUER
|
|
The
name of the issuer is
CYMABAY THERAPEUTICS, INC.
(the “
Company
”).
|
|
|
Item
1(b).
|
ADDRESS
OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
|
The
Company’s principal executive offices are located at 7999 Gateway Blvd, Suite 130, Newark, CA 94560.
|
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Item
2(a).
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NAME
OF PERSON FILING
|
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This
statement is filed by:
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|
|
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(i)
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Adage
Capital Partners, L.P., a Delaware limited partnership (“
ACP
”) with respect to the Common Stock directly
owned by it;
|
|
|
|
(ii)
|
Adage
Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“
ACPGP
”),
as general partner of ACP with respect to the Common Stock directly owned by ACP;
|
|
|
|
(iii)
|
Adage
Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“
ACA
”),
as managing member of ACPGP, general partner of ACP, with respect to the Common Stock directly owned by ACP;
|
|
|
|
(iv)
|
Robert
Atchinson (“
Mr. Atchinson
”), as managing member of ACA, managing member of ACPGP, general partner of ACP
with respect to the Common Stock directly owned by ACP; and
|
|
|
|
(v)
|
Phillip
Gross (“
Mr. Gross
”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect
to the Common Stock directly owned by ACP.
|
|
|
|
The
foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any
disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
|
|
|
|
The
filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial
ownership of the securities reported herein.
|
Item
2(b).
|
ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
|
|
The
address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd floor, Boston, Massachusetts
02116.
|
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Item
2(c).
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CITIZENSHIP
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|
ACP
is a limited partnership organized under the laws of the State of Delaware. ACPGP and ACA are limited liability
companies organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United
States.
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|
Item
2(d).
|
TITLE
OF CLASS OF SECURITIES
|
|
Common
Stock, par value $0.0001 per share (the “
Common Stock
”).
|
CUSIP No. 23257D103
|
13G/A
|
Page
8
of 10 Pages
|
Item
2(e).
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CUSIP
NUMBER
|
|
23257D103
|
|
|
Item
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
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(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Act;
|
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(b)
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☐
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Bank
as defined in Section 3(a)(6) of the Act;
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(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act;
|
|
|
|
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(d)
|
☐
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Investment
company registered under Section 8 of the Investment Company Act of 1940;
|
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(e)
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☐
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
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(j)
|
☐
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A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
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(k)
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☐
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(K).
|
|
|
|
|
|
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify
the type of institution:
Not applicable.
|
Item
4.
|
OWNERSHIP
|
|
|
|
|
|
A.
|
Adage
Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C.
|
|
|
|
(a)
|
Amount
beneficially owned: 3,279,526
|
|
|
|
(b)
|
Percent
of class: 7.48%. The percentages used herein and in the rest of this Schedule 13G/A are calculated based on a total of 43,864,121
shares of Common Stock outstanding as of October 31, 2017, as reported in the Company’s Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 8, 2017.
|
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: 0
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 3,279,526
|
|
|
|
|
|
|
|
CUSIP No. 23257D103
|
13G/A
|
Page
9
of 10 Pages
|
|
|
|
|
(iii)
|
Sole
power to dispose or direct the disposition: 0
|
|
|
|
|
(iv)
|
Shared
power to dispose or direct the disposition of: 3,279,526
|
|
|
|
|
|
|
|
ACP
has the power to dispose of and the power to vote the Common Stock beneficially owned by it, which power may be exercised
by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP
nor ACA directly own any Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act
of 1934 (the “
Act
”), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.
|
|
B.
|
Robert
Atchinson and Phillip Gross
|
|
|
|
(a)
|
Amount
beneficially owned: 3,279,526
|
|
|
|
(b)
|
Percent
of class: 7.48%
|
|
|
|
(c)
|
(i)
|
Sole
power to vote or direct the vote: 0
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 3,279,526
|
|
|
|
|
(iii)
|
Sole
power to dispose or direct the disposition: 0
|
|
|
|
|
(iv)
|
Shared
power to dispose or direct the disposition: 3,279,526
|
Messrs.
Atchinson and Gross, as managing members of ACA, have shared power to vote the Common Stock beneficially owned by ACP. Neither
Mr. Atchinson nor Mr. Gross directly own any Common Stock. By reason of the provisions of Rule 13d-3 of the Act,
each may be deemed to beneficially own the shares beneficially owned by ACP.
|
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|
|
|
|
|
|
Item
5.
|
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
|
|
Not
applicable.
|
|
|
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 OR CONTROL
PERSON
|
|
Not
applicable.
|
|
|
Item
8.
|
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
|
Not
applicable.
|
|
|
Item
9.
|
NOTICE
OF DISSOLUTION OF GROUP
|
|
Not
applicable.
|
|
|
Item
10.
|
CERTIFICATION
|
|
Each
of the Reporting Persons hereby makes the following certification:
|
|
|
|
By
signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
|
CUSIP No. 23257D103
|
13G/A
|
Page
10
of 10 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DATE:
February 13, 2018
ADAGE CAPITAL PARTNERS, L.P.
|
|
By: Adage Capital Partners GP, L.L.C.,
|
|
its general partner
|
|
|
|
By: Adage Capital Advisors, L.L.C.,
|
|
its managing member
|
|
|
|
/s/ Robert Atchinson
|
|
Name: Robert Atchinson
|
|
Title: Managing Member
|
|
|
|
ADAGE CAPITAL PARTNERS GP, L.L.C.
|
|
By: Adage Capital Advisors, L.L.C.,
|
|
its managing member
|
|
|
|
/s/ Robert Atchinson
|
|
Name: Robert Atchinson
|
|
Title: Managing Member
|
|
|
|
ADAGE CAPITAL ADVISORS, L.L.C.
|
|
|
|
/s/ Robert Atchinson
|
|
Name: Robert Atchinson
|
|
Title: Managing Member
|
|
|
|
ROBERT ATCHINSON
|
|
|
|
/s/ Robert Atchinson
|
|
ROBERT ATCHINSON, individually
|
|
|
|
PHILLIP GROSS
|
|
|
|
/s/ Phillip Gross
|
|
PHILLIP GROSS, individually
|
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|
|
|
|
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