13G Filing: Foresite Capital Fund III, L.P. and Cymabay Therapeutics Inc. (CBAY)

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting
Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each
Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each
Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting
Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth
in the limited partnership agreements of FCF III and FCF IV and the limited liability company agreements of FCM III and FCM IV
the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from,
or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner
or member.

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.

Not applicable

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable

ITEM 10.

CERTIFICATION.

By signing below, I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under § 240.14a-11.