CYMABAY THERAPEUTICS, INC. |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
23257D103 |
(CUSIP Number) |
DECEMBER 31, 2014 |
(Date of Event That Requires Filing of this Statement)
|
CUSIP No. 23257D103
|
|||||
(1)
|
Names of Reporting Persons.
Alta BioPharma Partners III, L.P.
|
||||
(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
1,029,126 (a)
|
|||
(6)
|
Shared Voting Power
-0-
|
||||
(7)
|
Sole Dispositive Power
1,029,126 (a)
|
||||
(8)
|
Shared Dispositive Power
-0-
|
||||
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,029,126 (a)
|
||||
(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
(11)
|
Percent of Class Represented by Amount in Row (9)
7.0% (b)
|
||||
(12)
|
Type of Reporting Person
PN
|
||||
CUSIP No. 23257D103
|
|||||
(1)
|
Names of Reporting Persons.
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG
|
||||
(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
Germany
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole Voting Power
69,114 (c)
|
|||
(6)
|
Shared Voting Power
-0-
|
||||
(7)
|
Sole Dispositive Power
69,114 (c)
|
||||
(8)
|
Shared Dispositive Power
-0-
|
||||
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
69,114 (c)
|
||||
(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
(11)
|
Percent of Class Represented by Amount in Row (9)
0.5% (b)
|
||||
(12)
|
Type of Reporting Person
PN
|
||||
CUSIP No. 23257D103
|
|||||
(1)
|
Names of Reporting Persons.
Alta BioPharma Management III, LLC
|
||||
(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
1,098,240 (d)
|
||||
(7)
|
Sole Dispositive Power
-0-
|
||||
(8)
|
Shared Dispositive Power
1,098,240 (d)
|
||||
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,098,240 (d)
|
||||
(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
(11)
|
Percent of Class Represented by Amount in Row (9)
7.5% (b)
|
||||
(12)
|
Type of Reporting Person
OO
|
||||
CUSIP No. 23257D103
|
|||||
(1)
|
Names of Reporting Persons.
Alta Embarcadero BioPharma Partners III, LLC
|
||||
(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
California
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
(5)
|
Sole Voting Power
25,360 (e)
|
|||
(6)
|
Shared Voting Power
-0-
|
||||
(7)
|
Sole Dispositive Power
25,360 (e)
|
||||
(8)
|
Shared Dispositive Power
-0-
|
||||
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
25,360 (e)
|
||||
(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
(11)
|
Percent of Class Represented by Amount in Row (9)
0.2% (b)
|
||||
(12)
|
Type of Reporting Person
OO
|
||||
CUSIP No. 23257D103
|
|||||
(1)
|
Names of Reporting Persons.
Farah Champsi
|
||||
(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)
|
Sole Voting Power
-0-
|
|||
(6)
|
Shared Voting Power
1,123,600 (h)
|
||||
(7)
|
Sole Dispositive Power
-0-
|
||||
(8)
|
Shared Dispositive Power
1,123,600 (h)
|
||||
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,123,600 (h)
|
||||
(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
(11)
|
Percent of Class Represented by Amount in Row (9)
7.7% (b)
|
||||
(12)
|
Type of Reporting Person
IN
|
||||
CUSIP No. 23257D103
|
|||||
(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)
|
Sole Voting Power
3,597(i)
|
|||
(6)
|
Shared Voting Power
1,123,600 (j)
|
||||
(7)
|
Sole Dispositive Power
3,597(i)
|
||||
(8)
|
Shared Dispositive Power
1,123,600 (j)
|
||||
(9)
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,127,197 (i)(j)
|
||||
(10)
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
|
||||
(11)
|
Percent of Class Represented by Amount in Row (9)
7.7% (b)
|
||||
(12)
|
Type of Reporting Person
IN
|
||||
Item 1.
|
||||||
(a)
|
Name of Issuer:
CymaBay Therapeutics, Inc. (“Issuer”)
|
|||||
(b)
|
Address of Issuer’s Principal Executive Offices:
3876 Bay Center Place
Hayward, California 94545
|
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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
|
|||||
(e)
|
CUSIP Number:
23257D103
|
|||||
Item 3.
|
Not applicable.
|
|||||
Item 4
|
Ownership.
|
Fund Entities
|
Shares Held Directly
|
Sole Voting Power
|
Shared Voting Power
|
Sole Dispositive Power
|
Shared Dispositive Power
|
Beneficial Ownership
|
Percentage of Class (2)
|
ABPIII
|
1,029,126
|
0
|
1,029,126
|
0
|
1,029,126
|
1,029,126
|
7.0%
|
ABMIII
|
0
|
0
|
1,098,240
|
0
|
1,098,240
|
1,098,240
|
7.5%
|
ABPIIIKG
|
69,114
|
0
|
69,114
|
0
|
69,114
|
69,114
|
0.5%
|
AEPBIII
|
25,360
|
0
|
25,360
|
0
|
25,360
|
25,360
|
0.2%
|
FC
|
0
|
0
|
1,123,600
|
0
|
1,123,600
|
1,123,600
|
7.7%
|
EP
|
3,597
|
3,597
|
1,123,600
|
3,597
|
1,127,197
|
1,123,600
|
7.7%
|
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 ¨
|
|
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)(H) of the Act.
|
|
Item 9.
|
Notice of Dissolution of Group
|
Not applicable.
|
|
Item 10.
|
Certification
|
Not applicable.
|
Date:
|
February 12, 2015
|
|||
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
|
Date:
|
February 12, 2015
|
|||
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
|