Statement of Changes in Beneficial Ownership (4)
June 07 2018 - 7:31PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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EMSTER KURT VON
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2. Issuer Name
and
Ticker or Trading Symbol
CymaBay Therapeutics, Inc.
[
CBAY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CYMABAY THERAPEUTICS, INC., 7999 GATEWAY BLVD, SUITE 130
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/5/2018
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(Street)
NEWARK, CA 94560
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/5/2018
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X
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2000
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D
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$5.75
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19236
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I
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By the Konrad Hans von Emster III and Elizabeth F. von Emster Revocable Trust dated January 18, 2005
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Common Stock
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6/5/2018
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S
(1)
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920
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D
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$12.51
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18316
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I
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By the Konrad Hans von Emster III and Elizabeth F. von Emster Revocable Trust dated January 18, 2005
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Common Stock
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90000
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D
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Common Stock
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273417
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I
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See footnotes
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant (right to buy)
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$5.75
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6/5/2018
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X
(1)
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2000
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9/30/2013
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9/30/2018
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Common Stock
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2000
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$0
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0
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I
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By The Konrad Hans von Emster III and Elizabeth F. von Emster Revocable Trust dated January 18, 2005
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Explanation of Responses:
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(1)
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On June 5, 2018, Kurt von Emster ("Reporting Person") on behalf of the Konrad Hans von Emster III and Elizabeth F. von Emster Revocable Trust dated January 18, 2005, exercised a warrant to purchase 2,000 shares of CymaBay Therapeutics, Inc. ("CBAY") common stock for $5.75 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in CBAY's withholding of 920 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 1,080 shares. CBAY also paid $9.47 to the Reporting Person in lieu of a fractional share.
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(2)
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Shares are held by Abingworth Bioventures VI, LP ("ABV VI") and Abingworth BioEquities Master Fund Limited ("ABE" together with ABV VI, the "Abingworth Funds"). Abingworth LLP ("Abingworth") is the investment manager of the Abingworth Funds and has been delegated with all investment and dispositive power over the securities held by the Abingworth Funds. The Reporting Person is a member of the investment committee of Abingworth, which approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the shares held by Abingworth.
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(3)
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From time to time, the investment committee may delegate investment and voting authority over certain securities held by the Abingworth Funds to employees of Abingworth subject to the supervision and oversight of the investment committee, including any limits on such authority imposed by the investment committee in its discretion and the right of the investment committee to revoke such authority at any time. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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EMSTER KURT VON
C/O CYMABAY THERAPEUTICS, INC.
7999 GATEWAY BLVD, SUITE 130
NEWARK, CA 94560
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X
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Signatures
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/s/ John Heard, as attorney-in-fact
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6/7/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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