Klara Dickinson - 22 Mar 2024 Form 4 Insider Report for CymaBay Therapeutics, Inc.

Role: Chief Regulatory Officer
Signature: /s/ Paul Quinlan, as attorney in fact for Klara Dickinson
Issuer symbol: N/A
Transactions as of: 22 Mar 2024
Net transactions value: $0
Form type: 4
Filing time: 22 Mar 2024, 17:02:09 UTC
Previous filing: 26 Jan 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CBAY	Common Stock	Disposed to Issuer		-21,000	-100%		0	22 Mar 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-200,000	-100%	22 Mar 2024	Common Stock	200,000	$5.50	Direct	F2
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-100,000	-100%	22 Mar 2024	Common Stock	100,000	$11.69	Direct	F2
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-138,312	-100%	22 Mar 2024	Common Stock	138,312	$8.43	Direct	F2
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-328,299	-100%	22 Mar 2024	Common Stock	328,299	$4.05	Direct	F2
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-66,500	-100%	22 Mar 2024	Common Stock	66,500	$5.78	Direct	F2
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-175,000	-100%	22 Mar 2024	Common Stock	175,000	$2.94	Direct	F2
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-215,000	-100%	22 Mar 2024	Common Stock	215,000	$7.80	Direct	F2
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-78,000	-100%	22 Mar 2024	Common Stock	78,000	$22.85	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Klara Dickinson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of February 11, 2024 (the "Merger Agreement"), by and among CymaBay Therapeutics, Inc. ("CymaBay"), Gilead Sciences, Inc., a Delaware corporation ("Gilead"), and Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gilead ("Purchaser"), among other things, Purchaser merged with and into the Company (the "Merger"). Accordingly, each outstanding CymaBay restricted stock unit award was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of CymaBay common stock subject to such restricted stock unit award and (ii) $32.50, less applicable withholding taxes.
F2	Pursuant to the Merger Agreement, each outstanding CymaBay stock option, whether or not vested, was cancelled and converted into the right to receive a cash payment equal to the product of (a) the excess of (i) $32.50 over (ii) the per share exercise price of such stock option, and (b) the total number of shares of CymaBay common stock subject to such stock option immediately prior to the effective time of the Merger, less applicable withholding taxes. Any outstanding CymaBay stock option with an exercise price equal to or greater than $32.50 was canceled for no consideration.

Content

Pursuant to the Agreement and Plan of Merger, dated as of February 11, 2024 (the "Merger Agreement"), by and among CymaBay Therapeutics, Inc. ("CymaBay"), Gilead Sciences, Inc., a Delaware corporation ("Gilead"), and Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gilead ("Purchaser"), among other things, Purchaser merged with and into the Company (the "Merger"). Accordingly, each outstanding CymaBay restricted stock unit award was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of CymaBay common stock subject to such restricted stock unit award and (ii) $32.50, less applicable withholding taxes.

Pursuant to the Merger Agreement, each outstanding CymaBay stock option, whether or not vested, was cancelled and converted into the right to receive a cash payment equal to the product of (a) the excess of (i) $32.50 over (ii) the per share exercise price of such stock option, and (b) the total number of shares of CymaBay common stock subject to such stock option immediately prior to the effective time of the Merger, less applicable withholding taxes. Any outstanding CymaBay stock option with an exercise price equal to or greater than $32.50 was canceled for no consideration.