SEC Form 4 · accession 0000905718-18-000074
CymaBay Therapeutics, Inc. · CBAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kurt Von Emster
Director
Period of report
Jan 24, 2018
Accepted (ET)
Jan 26, 2018 · 8:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001042074
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4 | Jan 25, 2018 | S | 39,438 | $12.18 | D | 667,024 | I | See Footnotes |
| Common Stock | holding | — | — | — | 90,000 | D | ||
| Common Stock | holding | — | — | — | 17,236 | I | By the Konrad Hans von Emster III and Elizabeth F. von Emster Revocable Trust dated January 18, 2005 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5 | $11.69 | Jan 24, 2018 | A | 16,000 | A | — | Jan 23, 2028 | Common Stock | 16,000 | 16,000 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Abingworth Bioventures VI, LP ("ABV VI") and Abingworth BioEquities Master Fund Limited ("ABE") on September 29, 2017.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.10 to $12.32 per share, inclusive. Kurt von Emster (the "Reporting Person") undertakes to provide to CymaBay Therapeutics, Inc. ("CymaBay"), any security holder of CymaBay, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
- F3Shares are held by ABV VI and ABE, (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.
- F4From 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.
- F5The option vests as to 1/12 of the underlying shares monthly beginning February 1, 2018.