| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CBAY | Common Stock | Disposed to Issuer | -310,420 | -100% | 0 | 22 Mar 2024 | Direct | F1 | ||
| transaction | CBAY | Common Stock | Disposed to Issuer | -96,250 | -100% | 0 | 22 Mar 2024 | Direct | F2 |
| 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 | -88,351 | -100% | 0 | 22 Mar 2024 | Common Stock | 88,351 | $10.00 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -39,375 | -100% | 0 | 22 Mar 2024 | Common Stock | 39,375 | $1.06 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -50,000 | -100% | 0 | 22 Mar 2024 | Common Stock | 50,000 | $1.82 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -47,916 | -100% | 0 | 22 Mar 2024 | Common Stock | 47,916 | $1.72 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -90,000 | -100% | 0 | 22 Mar 2024 | Common Stock | 90,000 | $3.48 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -621,101 | -100% | 0 | 22 Mar 2024 | Common Stock | 621,101 | $9.21 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -146,875 | -100% | 0 | 22 Mar 2024 | Common Stock | 146,875 | $11.69 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -314,120 | -100% | 0 | 22 Mar 2024 | Common Stock | 314,120 | $8.43 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -536,032 | -100% | 0 | 22 Mar 2024 | Common Stock | 536,032 | $4.05 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -284,712 | -100% | 0 | 22 Mar 2024 | Common Stock | 284,712 | $5.78 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -649,999 | -100% | 0 | 22 Mar 2024 | Common Stock | 649,999 | $2.94 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -800,000 | -100% | 0 | 22 Mar 2024 | Common Stock | 800,000 | $7.80 | Direct | F3 | ||
| transaction | CBAY | Employee Stock Option (right to buy) | Disposed to Issuer | -357,500 | -100% | 0 | 22 Mar 2024 | Common Stock | 357,500 | $22.85 | Direct | F3 |
Sujal Shah is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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. |