SEC Form 4 · accession 0000905718-18-000559
CymaBay Therapeutics, Inc. · CBAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Kurt Von Emster
Director
Period of report
Jun 5, 2018
Accepted (ET)
Jun 7, 2018 · 7:30 pm EDT
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 Stock | Jun 5, 2018 | X | 2,000 | $5.75 | D | 19,236 | I | By the Konrad Hans von Emster III and Elizabeth F. von Emster Revocable Trust dated January 18, 2005 |
| Common Stock | Jun 5, 2018 | S | 920 | $12.51 | D | 18,316 | I | By the Konrad Hans von Emster III and Elizabeth F. von Emster Revocable Trust dated January 18, 2005 |
| Common Stock | holding | — | — | — | 90,000 | D | ||
| Common StockF2,F3 | holding | — | — | — | 273,417 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy) | $5.75 | Jun 5, 2018 | X | 2,000 | D | Sep 30, 2013 | Sep 30, 2018 | Common Stock | 2,000 | 0 | I |
Explanation of responses
- F1On 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.
- F2Shares 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.
- F3From 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.