Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CYMABAY THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
| 23257D103 |
(CUSIP Number)
DECEMBER 31, 2015
(Date of Event That Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o Rule 13d-1(b) | ||
| o Rule 13d-1(c) | ||
| x Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 23257D103
|
13G
|
Page 2 of 13 Pages
|
|
(1)
|
Names of Reporting Persons.
Alta BioPharma Partners III, L.P.
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||||
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(2)
|
Check the Appropriate Box if a Member of a Group
|
||||
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(a)
|
o
|
||||
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(b)
|
x
|
||||
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(3)
|
SEC Use Only
|
||||
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(4)
|
Citizenship or Place of Organization
Delaware
|
||||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole Voting Power
1,001,191 (a)
|
|||
|
(6)
|
Shared Voting Power
-0-
|
||||
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(7)
|
Sole Dispositive Power
1,001,191 (a)
|
||||
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(8)
|
Shared Dispositive Power
-0-
|
||||
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(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,001,191 (a)
|
||||
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(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
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(11)
|
Percent of Class Represented by Amount in Row (9)
4.3% (b)
|
||||
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(12)
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Type of Reporting Person
PN
|
||||
(a) Alta BioPharma Partners III, L.P. (“ABPIII”) has sole voting and dispositive control over 932,498 shares of common stock (“Common Stock”) and warrants to purchase 68,693 shares of Common Stock of CymaBay Therapeutics, Inc. (the “Issuer”), except that Alta BioPharma Management III, LLC (“ABMIII”), the general partner of ABPIII, and Farah Champsi (“Champsi”) and Edward Penhoet (“Penhoet”), directors of ABMIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about ABPIII is set forth in Attachment A hereto.
(b) The percentage set forth in row (11) is based on an aggregate of 23,447,003 shares of Common Stock outstanding as of November 2, 2015 as reported in the Issuer’s 10-Q for the quarter ended September 30, 2015 as filed with the Securities and Exchange Commission on November 12, 2015 plus each Reporting Person’s immediately exercisable Warrant, as applicable. The information with respect to the shares of Common Stock beneficially owned by each Reporting Person is provided as of December 31, 2015.
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CUSIP No. 23257D103
|
13G
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Page 3 of 13 Pages
|
|
(1)
|
Names of Reporting Persons.
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG
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||||
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(2)
|
Check the Appropriate Box if a Member of a Group
|
||||
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(a)
|
o
|
||||
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(b)
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x
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||||
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(3)
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SEC Use Only
|
||||
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(4)
|
Citizenship or Place of Organization
Germany
|
||||
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole Voting Power
67,238 (c)
|
|||
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(6)
|
Shared Voting Power
-0-
|
||||
|
(7)
|
Sole Dispositive Power
67,238 (c)
|
||||
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(8)
|
Shared Dispositive Power
-0-
|
||||
|
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
67,238 (c)
|
||||
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(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
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(11)
|
Percent of Class Represented by Amount in Row (9)
0.3% (b)
|
||||
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(12)
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Type of Reporting Person
PN
|
||||
_________________________
(c) Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”) has sole voting and dispositive control over 62,625 shares of Common Stock and warrants to purchase 4,613 shares of Common Stock, except that ABMIII, the managing limited partner of ABPIIIKG, Champsi and Penhoet, directors of ABMIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about ABPIIIKG is set forth in Attachment A hereto.
|
CUSIP No. 23257D103
|
13G
|
Page 4 of 13 Pages
|
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(1)
|
Names of Reporting Persons.
Alta BioPharma Management III, LLC
|
||||
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(2)
|
Check the Appropriate Box if a Member of a Group
|
||||
|
(a)
|
o
|
||||
|
(b)
|
x
|
||||
|
(3)
|
SEC Use Only
|
||||
|
(4)
|
Citizenship or Place of Organization
Delaware
|
||||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole Voting Power
-0-
|
|||
|
(6)
|
Shared Voting Power
1,068,429 (d)
|
||||
|
(7)
|
Sole Dispositive Power
-0-
|
||||
|
(8)
|
Shared Dispositive Power
1,068,429 (d)
|
||||
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(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,068,429 (d)
|
||||
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(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
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(11)
|
Percent of Class Represented by Amount in Row (9)
4.5% (b)
|
||||
|
(12)
|
Type of Reporting Person
OO
|
||||
_________________________
(d) ABMIII shares voting and dispositive power over the 932,498 shares of Common Stock and warrants to purchase 68,693 shares of Common Stock beneficially owned by ABPIII and the 62,625 shares of Common Stock and warrants to purchase 4,613 shares of Common Stock beneficially owned by ABPIIIKG. Additional information about ABMIII is set forth in Attachment A hereto.
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CUSIP No. 23257D103
|
13G
|
Page 5 of 13 Pages
|
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(1)
|
Names of Reporting Persons.
Alta Embarcadero BioPharma Partners III, LLC
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||||
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(2)
|
Check the Appropriate Box if a Member of a Group
|
||||
|
(a)
|
o
|
||||
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(b)
|
x
|
||||
|
(3)
|
SEC Use Only
|
||||
|
(4)
|
Citizenship or Place of Organization
California
|
||||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole Voting Power
24,671 (e)
|
|||
|
(6)
|
Shared Voting Power
-0-
|
||||
|
(7)
|
Sole Dispositive Power
24,671 (e)
|
||||
|
(8)
|
Shared Dispositive Power
-0-
|
||||
|
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
24,671 (e)
|
||||
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(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
|
(11)
|
Percent of Class Represented by Amount in Row (9)
0.1% (b)
|
||||
|
(12)
|
Type of Reporting Person
OO
|
||||
_________________________
(e) Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”) has sole voting and dispositive control over 22,979 shares of Common Stock and warrants to purchase 1,692 shares of Common Stock, except that Champsi and Penhoet, managing directors of AEBPIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about AEBPIII is set forth in Attachment A hereto.
|
CUSIP No. 23257D103
|
13G
|
Page 6 of 13 Pages
|
|
(1)
|
Names of Reporting Persons.
Farah Champsi
|
||||
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(2)
|
Check the Appropriate Box if a Member of a Group
|
||||
|
(a)
|
o
|
||||
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(b)
|
x
|
||||
|
(3)
|
SEC Use Only
|
||||
|
(4)
|
Citizenship or Place of Organization
United States
|
||||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole Voting Power
-0-
|
|||
|
(6)
|
Shared Voting Power
1,093,100 (h)
|
||||
|
(7)
|
Sole Dispositive Power
-0-
|
||||
|
(8)
|
Shared Dispositive Power
1,093,100 (h)
|
||||
|
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,100 (h)
|
||||
|
(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
|
(11)
|
Percent of Class Represented by Amount in Row (9)
4.6% (b)
|
||||
|
(12)
|
Type of Reporting Person
IN
|
||||
_________________________
(h) Champsi shares voting and dispositive control over the 932,498 shares of common stock and warrants to purchase 68,693 shares of Common Stock beneficially owned by ABPIII, the 62,625 shares of Common Stock and warrants to purchase 4,613 shares of Common Stock beneficially owned by ABPIIIKG, and the 22,979 shares of Common Stock and warrants to purchase 1,692 shares of Common Stock beneficially owned by AEBPIII. Additional information about Champsi is set forth in Attachment A hereto.
|
CUSIP No. 23257D103
|
13G
|
Page 7 of 13 Pages
|
|
(1)
|
Names of Reporting Persons.
Edward Penhoet
|
||||
|
(2)
|
Check the Appropriate Box if a Member of a Group
|
||||
|
(a)
|
o
|
||||
|
(b)
|
x
|
||||
|
(3)
|
SEC Use Only
|
||||
|
(4)
|
Citizenship or Place of Organization
United States
|
||||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
-0-
|
|||
|
(6)
|
Shared Voting Power
1,093,100 (i)
|
||||
|
(7)
|
-0-
|
||||
|
(8)
|
Shared Dispositive Power
1,093,100 (i)
|
||||
|
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,100 (i)
|
||||
|
(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
|
(11)
|
Percent of Class Represented by Amount in Row (9)
4.6% (b)
|
||||
|
(12)
|
Type of Reporting Person
IN
|
||||
_________________________
|
(i)
|
Penhoet shares voting and dispositive control over the 932,498 shares of common stock and warrants to purchase 68,693 shares of Common Stock beneficially owned by ABPIII, the 62,625 shares of Common Stock and warrants to purchase 4,613 shares of Common Stock beneficially owned by ABPIIIKG, and the 22,979 shares of Common Stock and warrants to purchase 1,692 shares of Common Stock beneficially owned by AEBPIII. Additional information about Penhoet is set forth in Attachment A hereto.
|
|
CUSIP No. 23257D103
|
13G
|
Page 8 of 13 Pages
|
|
Item 1.
|
||||||
|
(a)
|
Name of Issuer:
CymaBay Therapeutics, Inc. (“Issuer”)
|
|||||
|
(b)
|
Address of Issuer’s Principal Executive Offices:
7999 Gateway Boulevard, Suite 130
Newark, CA 94560
|
|||||
|
Item 2.
|
||||||
|
(a)
|
Name of Person Filing:
Alta BioPharma Partners III, L.P. (“ABPIII”)
Alta BioPharma Management III, LLC (“ABMIII”)
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”)
Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”)
Farah Champsi (“FC”)
Edward Penhoet (“EP”)
|
|||||
|
(b)
|
Address of Principal Business Office:
One Embarcadero Center, Suite 3700
San Francisco, CA 94111
|
|||||
|
(c)
|
Citizenship/Place of Organization:
|
|||||
|
Entities:
|
ABPIII
|
Delaware
|
||||
|
ABMIII
|
Delaware
|
|||||
|
ABPIIIKG
|
Germany
|
|||||
|
AEBPIII
|
California
|
|||||
|
Individuals:
|
FC
|
United States
|
||||
|
EP
|
United States
|
|||||
|
(d)
|
Title of Class of Securities:
Common Stock, $0.0001 par value per share
|
|||||
|
(e)
|
CUSIP Number:
23257D103
|
|||||
|
Item 3.
|
Not applicable.
|
|||||
|
CUSIP No. 23257D103
|
13G
|
Page 9 of 13 Pages
|
Item 4 Ownership.
The following beneficial ownership information is provided as of December 31, 2015.
Please see Attachment A
|
Fund Entities
|
Shares Held Directly
|
Sole Voting Power
|
Shared Voting Power
|
Sole Dispositive Power
|
Shared Dispositive Power
|
Beneficial Ownership
|
Percentage of Class
|
|
ABPIII
|
1,001,191
|
0
|
1,001,191
|
0
|
1,001,191
|
1,001,191
|
4.3%
|
|
ABMIII
|
0
|
0
|
1,068,429
|
0
|
1,068,429
|
1,068,429
|
4.5%
|
|
ABPIIIKG
|
67,238
|
0
|
67,238
|
0
|
67,238
|
67,238
|
0.3%
|
|
AEPBIII
|
24,671
|
0
|
24,671
|
0
|
24,671
|
24,671
|
0.1%
|
|
FC
|
0
|
0
|
1,093,100
|
0
|
1,093,100
|
1,093,100
|
4.6%
|
|
EP
|
0
|
0
|
1,093,100
|
0
|
1,093,100
|
1,093,100
|
4.6%
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ý
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
|
Not applicable.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
|
Not applicable.
|
|
|
Item 8.
|
Identification and Classification of Members of the Group
|
|
No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(J) of the Act.
|
|
|
Item 9.
|
Notice of Dissolution of Group
|
|
Not applicable.
|
|
|
Item 10.
|
Certification
|
|
Not applicable.
|
|
|
CUSIP No. 23257D103
|
13G
|
Page 10 of 13 Pages
|
EXHIBITS
A: Joint Filing Statement
|
CUSIP No. 23257D103
|
13G
|
Page 11 of 13 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Date:
|
February 12, 2016
|
|||
|
ALTA BIOPHARMA PARTNERS III, L.P.
|
ALTA BIOPHARMA MANAGEMENT III, LLC
|
|||
|
By: Alta BioPharma Management III, LLC
|
||||
|
By:
|
/s/ Farah Champsi
|
By:
|
/s/ Farah Champsi
|
|
|
Farah Champsi, Director
|
Farah Champsi, Director
|
|||
|
ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC
|
ALTA BIOPHARMA PARTNERS III GMBH &CO.
BETEILIGUNGS KG
|
|||
|
By: Alta BioPharma Management III, LLC
|
||||
|
By:
|
/s/ Farah Champsi
|
/s/ Farah Champsi
|
||
|
Farah Champsi, Manager
|
Farah Champsi, Director
|
|||
|
/s/ Farah Champsi
|
||||
|
Farah Champsi
|
||||
|
/s/ Edward Penhoet
|
||||
|
Edward Penhoet
|
||||
|
CUSIP No. 23257D103
|
13G
|
Page 12 of 13 Pages
|
EXHIBIT A
AGREEMENT OF JOINT FILING
We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of us.
|
Date:
|
February 12, 2016
|
|||
|
ALTA BIOPHARMA PARTNERS III, L.P.
|
ALTA BIOPHARMA MANAGEMENT III, LLC
|
|||
|
By: Alta BioPharma Management III, LLC
|
||||
|
By:
|
/s/ Farah Champsi
|
By:
|
/s/ Farah Champsi
|
|
|
Farah Champsi, Director
|
Farah Champsi, Director
|
|||
|
ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC
|
ALTA BIOPHARMA PARTNERS III GMBH &CO.
BETEILIGUNGS KG
|
|||
|
By: Alta BioPharma Management III, LLC
|
||||
|
By:
|
/s/ Farah Champsi
|
/s/ Farah Champsi
|
||
|
Farah Champsi, Manager
|
Farah Champsi, Director
|
|||
|
/s/ Farah Champsi
|
||||
|
Farah Champsi
|
||||
|
/s/ Edward Penhoet
|
||||
|
Edward Penhoet
|
||||
|
CUSIP No. 23257D103
|
13G
|
Page 13 of 13 Pages
|
Attachment A
Alta BioPharma Partners III, L.P. beneficially owns 932,498 shares of Common Stock and warrants to purchase 68,693 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG beneficially owns 62,625 shares of Common Stock and warrants to purchase 4,613 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
Alta Embarcadero BioPharma Partners III, LLC beneficially owns 22,979 shares Common Stock and warrants to purchase 1,692 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
Alta BioPharma Management III, LLC is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund.
Ms. Farah Champsi is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. She may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds.
Mr. Edward Penhoet is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds.