Caroline M. Loewy - Mar 22, 2024 Form 4 Insider Report for CymaBay Therapeutics, Inc. (CBAY)

Role: Director
Signature: /s/ Paul Quinlan, as attorney-in-fact for Caroline Loewy
Stock symbol: CBAY
Transactions as of: Mar 22, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/22/2024, 05:09 PM
Previous filing: Feb 21, 2024
Next filing: Jun 13, 2024

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	-30K	-100%	Mar 22, 2024	Common Stock	30K	$1.72	Direct	F1
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-15K	-100%	Mar 22, 2024	Common Stock	15K	$5.50	Direct	F1
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-7.5K	-100%	Mar 22, 2024	Common Stock	7.5K	$7.47	Direct	F1
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-16K	-100%	Mar 22, 2024	Common Stock	16K	$11.69	Direct	F1
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-27.7K	-100%	Mar 22, 2024	Common Stock	27.7K	$8.43	Direct	F1
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-49.2K	-100%	Mar 22, 2024	Common Stock	49.2K	$4.05	Direct	F1
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-32K	-100%	Mar 22, 2024	Common Stock	32K	$5.78	Direct	F1
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-67K	-100%	Mar 22, 2024	Common Stock	67K	$2.94	Direct	F1
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-25K	-100%	Mar 22, 2024	Common Stock	25K	$7.80	Direct	F1
transaction	CBAY	Employee Stock Option (right to buy)	Disposed to Issuer	-14K	-100%	Mar 22, 2024	Common Stock	14K	$22.85	Direct	F1

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

Caroline M. Loewy 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, 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 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, 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 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.