Cymabay Therapeutics Inc. (NASDAQ:CBAY): Jim Tananbaum’s Foresite Capital Fund III, L.P. filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Foresite Capital Fund III | 600,000 | 600,000 | 600,000 | 1.4% | ||
| Foresite Capital Management III | 600,000 | 600,000 | 600,000 | 1.4% | ||
| Foresite Capital Fund IV | 2,091,792 | 2,091,792 | 2,091,792 | 4.7% | ||
| Foresite Capital Management IV | 2,091,792 | 2,091,792 | 2,091,792 | 4.7% | ||
| James Tananbaum ( Tananbaum ) | 2,691,792 | 2,691,792 | 2,691,792 | 6.2% |
Page 1 of 11 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. ___________)*
CymaBay Therapeutics,
Inc.
(Name of
Issuer)
Common Stock, par value $0.0001
(Title of
Class of Securities)
23257D103
(CUSIP Number)
November 1, 2017
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | 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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1 of 11
Exhibit Index on Page 10
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Page 2 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Foresite Capital Fund III, L.P. (“FCF III”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF | 5 | SOLE VOTING POWER 600,000 shares, except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 600,000 shares, except that FCM III, the general partner of | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 600,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.4%* |
| 12 | TYPE OF REPORTING PERSON | PN |
* As reported by the Issuer in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on August 10, 2017, as of August 3, 2017, the total number of shares of
Common Stock outstanding was 43,756,968.
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Page 3 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Foresite Capital Management III, LLC (“FCM III”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF | 5 | SOLE VOTING POWER 600,000 shares, all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 600,000 shares, all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH | 600,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.4%* |
| 12 | TYPE OF REPORTING PERSON | OO |
* As reported by the Issuer in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on August 10, 2017, as of August 3, 2017, the total number of shares of
Common Stock outstanding was 43,756,968.
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Page 4 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Foresite Capital Fund IV, L.P. (“FCF IV”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF | 5 | SOLE VOTING POWER 2,091,792 shares, except that Foresite Capital Management IV, LLC (“FCM IV”), the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,091,792 shares, except that FCM IV, the general partner of | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH | 2,091,792 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.7%* |
| 12 | TYPE OF REPORTING PERSON | PN |
* As reported by the Issuer in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on August 10, 2017, as of August 3, 2017, the total number of shares of
Common Stock outstanding was 43,756,968.
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Page 5 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSONS Foresite Capital Management IV, LLC (“FCM IV”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF | 5 | SOLE VOTING POWER 2,091,792 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,091,792 shares, all of which are directly owned by FCF IV. FCM IV, the general partner of FCF IV, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH | 2,091,792 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.7%* |
| 12 | TYPE OF REPORTING PERSON | OO |
* As reported by the Issuer in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on August 10, 2017, as of August 3, 2017, the total number of shares of
Common Stock outstanding was 43,756,968.
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Page 6 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
|
NUMBER OF | 5 | SOLE VOTING POWER 2,691,792 shares, of which 600,000 are directly owned by FCF III and 2,091,792 are directly owned by FCF IV. Tananbaum is the managing member of FCM III, which is the general partner of FCF III, and the managing member of FCM IV, which is the general partner of FCF IV. Tananbaum may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,691,792 shares, of which 600,000 are directly owned by FCF III and 2,091,792 are directly owned by FCF IV. Tananbaum is the managing member of FCM III, which is the general partner of FCF III, and the managing member of FCM IV, which is the general partner of FCF IV. Tananbaum may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH | 2,691,792 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 6.2%* |
| 12 | TYPE OF REPORTING PERSON | IN |
* As reported by the Issuer in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on August 10, 2017, as of August 3, 2017, the total number of shares of
Common Stock outstanding was 43,756,968.
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Page 7 of 11 – SEC Filing
| ITEM 1(A). | NAME OF ISSUER |
CymaBay Therapeutics, Inc. (the “Issuer”)
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
7999 Gateway Blvd, Suite 130
Newark, CA 94560
| ITEM 2(A). | NAME OF PERSONS FILING |
This Schedule is filed by Foresite
Capital Fund III, L.P., a Delaware limited partnership (“FCF III”), Foresite Capital Management III, LLC, a Delaware
limited liability company (“FCM III”), Foresite Capital Fund IV, L.P., a Delaware limited partnership (“FCF IV”),
Foresite Capital Management IV, LLC, a Delaware limited liability company (“FCM IV”), and James Tananbaum. The foregoing
entities and individuals are collectively referred to as the “Reporting Persons.”
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons
is:
c/o Foresite Capital Management
600 Montgomery Street, Suite 4500
San Francisco, CA 94111
| ITEM 2(C). | CITIZENSHIP |
See Row 4 of cover page for each Reporting Person.
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
Common Stock, par value $0.0001
| ITEM 2(D) | CUSIP NUMBER |
23257D103
| ITEM 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| ITEM 4. | OWNERSHIP |
The following information with respect
to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of November 3, 2017:
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting
Person.
| (b) | Percent of Class: |
See Row 11 of cover page for each
Reporting Person.
| (c) | Number of shares as to which such person has: |
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Page 8 of 11 – SEC Filing
| (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.
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Page 9 of 11 – SEC Filing
SIGNATURES
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: November 6, 2017
| FORESITE CAPITAL FUND III, L.P. | ||
| By: | FORESITE CAPITAL MANAGEMENT III, LLC | |
| Its: | General Partner | |
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| FORESITE CAPITAL MANAGEMENT III, LLC | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| FORESITE CAPITAL FUND IV, L.P. | ||
| By: | FORESITE CAPITAL MANAGEMENT IV, LLC | |
| Its: | General Partner | |
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| FORESITE CAPITAL MANAGEMENT IV, LLC | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| JAMES TANANBAUM | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
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Page 10 of 11 – SEC Filing
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 11 |
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Page 11 of 11 – SEC Filing
exhibit A
Agreement of Joint Filing
The undersigned hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf
of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: November 6, 2017
| FORESITE CAPITAL FUND III, L.P. | ||
| By: | FORESITE CAPITAL MANAGEMENT III, LLC | |
| Its: | General Partner | |
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| FORESITE CAPITAL MANAGEMENT III, LLC | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| FORESITE CAPITAL FUND IV, L.P. | ||
| By: | FORESITE CAPITAL MANAGEMENT IV, LLC | |
| Its: | General Partner | |
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| FORESITE CAPITAL MANAGEMENT IV, LLC | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| JAMES TANANBAUM | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
