SC 13D/A 1 sc13da109488034_02142020.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

CymaBay Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

23257D103

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 12, 2020

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              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).

 

CUSIP No. 23257D103

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,501,130  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,501,130  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,501,130  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 23257D103

  1   NAME OF REPORTING PERSON  
         
        ENGINE JET CAPITAL, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,186,123  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,186,123  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,186,123  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.7%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP No. 23257D103

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL MANAGEMENT, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         6,687,253  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,687,253  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,687,253  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.7%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 23257D103

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL MANAGEMENT GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         6,687,253  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,687,253  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,687,253  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.7%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP No. 23257D103

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE INVESTMENTS, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         6,687,253  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,687,253  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,687,253  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.7%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

CUSIP No. 23257D103

 

  1   NAME OF REPORTING PERSON  
         
        ARNAUD AJDLER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        BELGIUM  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         6,687,253  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          6,687,253  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        6,687,253  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.7%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

7

CUSIP No. 23257D103

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 3.Source and Amount of Funds or Other Consideration.

Items 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 5,501,130 Shares beneficially owned by Engine Capital is approximately $8,395,269, including brokerage commissions. The aggregate purchase price of the 1,186,123 Shares beneficially owned by Engine Jet is approximately $1,809,546, including brokerage commissions.

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On February 14, 2020, the Reporting Persons delivered a letter to the Issuer’s Board of Directors. The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 68,701,043 Shares outstanding, as of October 31, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.

A.Engine Capital
(a)As of the date hereof, Engine Capital directly owned 5,501,130 Shares.

Percentage: Approximately 8.0%

8

CUSIP No. 23257D103

(b)1. Sole power to vote or direct vote: 5,501,130
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,501,130
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Engine Capital during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
B.Engine Jet
(a)As of the date hereof, Engine Jet directly owned 1,186,123 Shares.

Percentage: Approximately 1.7%

(b)1. Sole power to vote or direct vote: 1,186,123
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,186,123
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
C.Engine Management
(a)Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 6,687,253 Shares owned in the aggregate by Engine Capital and Engine Jet.

Percentage: Approximately 9.7%

(b)1. Sole power to vote or direct vote: 6,687,253
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,687,253
4. Shared power to dispose or direct the disposition: 0

 

(c)Engine Management has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
9

CUSIP No. 23257D103

D.Engine GP
(a)Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 6,687,253 Shares owned in the aggregate by Engine Capital and Engine Jet.

Percentage: Approximately 9.7%

(b)1. Sole power to vote or direct vote: 6,687,253
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,687,253
4. Shared power to dispose or direct the disposition: 0

 

(c)Engine GP has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
E.Engine Investments
(a)Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 6,687,253 Shares owned in the aggregate by Engine Capital and Engine Jet.

Percentage: Approximately 9.7%

(b)1. Sole power to vote or direct vote: 6,687,253
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,687,253
4. Shared power to dispose or direct the disposition: 0

 

(c)Engine Investments has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
F.Arnaud Ajdler
(a)Mr. Ajdler, as the managing partner of Engine Management, and the managing member of each of Engine GP and Engine Investments, may be deemed to beneficially own the 6,687,253 Shares owned in the aggregate by Engine Capital and Engine Jet.

Percentage: Approximately 9.7%

10

CUSIP No. 23257D103

(b)1. Sole power to vote or direct vote: 6,687,253
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 6,687,253
4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Ajdler has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Engine Capital and Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1Letter to the Board of Directors, dated February 14, 2020.

 

11

CUSIP No. 23257D103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2020

 

  Engine Capital, L.P.
   
  By: Engine Investments, LLC
General Partner
     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Jet Capital, L.P.
   
  By: Engine Investments, LLC
General Partner
     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Capital Management, LP
   
  By: Engine Capital Management GP, LLC
General Partner
     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

  Engine Capital Management GP, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

12

CUSIP No. 23257D103

  Engine Investments, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

   
   
 

/s/ Arnaud Ajdler

  Arnaud Ajdler

 

13

CUSIP No. 23257D103

SCHEDULE A

Transactions in the Shares During the Past Sixty (60) Days

Nature of Transaction

Amount of Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale

 

Engine Capital, L.P.

 

Purchase of Common Stock 39,808 1.5500 02/03/2020
Purchase of Common Stock 41,131 1.5387 02/04/2020
Purchase of Common Stock 30,000 1.5592 02/07/2020
Purchase of Common Stock 43,963 1.5427 02/10/2020
Purchase of Common Stock 19,000 1.5482 02/11/2020
Purchase of Common Stock 18,950 1.5482 02/11/2020
Purchase of Common Stock 1,224,818 1.5000 02/12/2020

 

Engine JET Capital, L.P.

 

Purchase of Common Stock 8,584 1.5500 02/03/2020
Purchase of Common Stock 8,869 1.5387 02/04/2020
Purchase of Common Stock 4,086 1.5482 02/11/2020
Purchase of Common Stock 264,110 1.5000 02/12/2020