Robert Wills - 22 Mar 2024 Form 4 Insider Report for CymaBay Therapeutics, Inc. (CBAY)

Role
Director
Signature
/s/ Paul Quinlan, as attorney-in-fact for Robert Wills
Issuer symbol
CBAY
Transactions as of
22 Mar 2024
Transactions value $
$0
Form type
4
Filing time
22 Mar 2024, 16:55:35 UTC
Previous filing
27 Feb 2024
Next filing
01 Apr 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CBAY Common Stock Disposed to Issuer -30K -100% 0 22 Mar 2024 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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 -18K -100% 0 22 Mar 2024 Common Stock 18K $5.90 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -25K -100% 0 22 Mar 2024 Common Stock 25K $2.04 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -9K -100% 0 22 Mar 2024 Common Stock 9K $1.72 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -27K -100% 0 22 Mar 2024 Common Stock 27K $3.48 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -15K -100% 0 22 Mar 2024 Common Stock 15K $5.50 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -7.5K -100% 0 22 Mar 2024 Common Stock 7.5K $7.47 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -16K -100% 0 22 Mar 2024 Common Stock 16K $11.69 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -27.7K -100% 0 22 Mar 2024 Common Stock 27.7K $8.43 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -49.2K -100% 0 22 Mar 2024 Common Stock 49.2K $4.05 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -32K -100% 0 22 Mar 2024 Common Stock 32K $5.78 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -67K -100% 0 22 Mar 2024 Common Stock 67K $2.94 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -25K -100% 0 22 Mar 2024 Common Stock 25K $7.80 Direct F2
transaction CBAY Employee Stock Option (right to buy) Disposed to Issuer -14K -100% 0 22 Mar 2024 Common Stock 14K $22.85 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert Wills 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 (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 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.