Charles McWherter - Mar 22, 2024 Form 4 Insider Report for CymaBay Therapeutics, Inc. (CBAY)

Role
President of R&D
Signature
/s/ Paul Quinlan, as attorney in fact for Charles McWherter
Stock symbol
CBAY
Transactions as of
Mar 22, 2024
Transactions value $
$0
Form type
4
Date filed
3/22/2024, 05:06 PM
Previous filing
Jan 26, 2024
Next filing
Aug 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CBAY Common Stock Disposed to Issuer -15K -100% 0 Mar 22, 2024 Direct F1
transaction CBAY Common Stock Disposed to Issuer -31.9K -100% 0 Mar 22, 2024 Direct F2

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -91.7K -100% 0 Mar 22, 2024 Common Stock 91.7K $10.00 Direct F3
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -51.8K -100% 0 Mar 22, 2024 Common Stock 51.8K $1.06 Direct F3
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -44.1K -100% 0 Mar 22, 2024 Common Stock 44.1K $1.82 Direct F3
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -97.2K -100% 0 Mar 22, 2024 Common Stock 97.2K $1.72 Direct F3
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -147K -100% 0 Mar 22, 2024 Common Stock 147K $11.69 Direct F3
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -173K -100% 0 Mar 22, 2024 Common Stock 173K $8.43 Direct F3
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -328K -100% 0 Mar 22, 2024 Common Stock 328K $4.05 Direct F3
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -112K -100% 0 Mar 22, 2024 Common Stock 112K $5.78 Direct F3
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -225K -100% 0 Mar 22, 2024 Common Stock 225K $2.94 Direct F3
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -300K -100% 0 Mar 22, 2024 Common Stock 300K $7.80 Direct F3
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -119K -100% 0 Mar 22, 2024 Common Stock 119K $22.85 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Charles McWherter 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 share of CymaBay common stock was converted into the right to receive a cash payment equal to $32.50, less applicable withholding taxes.
F2 Pursuant to the Merger Agreement, 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.
F3 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.