0001214659-21-012349.txt : 20211129 0001214659-21-012349.hdr.sgml : 20211129 20211129130042 ACCESSION NUMBER: 0001214659-21-012349 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20211129 DATE AS OF CHANGE: 20211129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CymaBay Therapeutics, Inc. CENTRAL INDEX KEY: 0001042074 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943103561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87950 FILM NUMBER: 211454821 BUSINESS ADDRESS: STREET 1: 7575 GATEWAY BOULEVARD STREET 2: SUITE 110 CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: 510-293-8800 MAIL ADDRESS: STREET 1: 7575 GATEWAY BOULEVARD STREET 2: SUITE 110 CITY: NEWARK STATE: CA ZIP: 94560 FORMER COMPANY: FORMER CONFORMED NAME: METABOLEX, INC. DATE OF NAME CHANGE: 20090721 FORMER COMPANY: FORMER CONFORMED NAME: METABOLEX INC DATE OF NAME CHANGE: 19970710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCG Crossover Management, LLC CENTRAL INDEX KEY: 0001839948 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 228 HAMILTON AVENUE, 3RD FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-798-5495 MAIL ADDRESS: STREET 1: 228 HAMILTON AVENUE, 3RD FLOOR CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 j1129210sc13g.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.      )*

 

CymaBay

Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value
(Title of Class of Securities)

 

23257D103

(CUSIP Number)

 

November 22, 2021
(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)
   
o Rule 13d-1(c)
   
o 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 the disclosures provided in a prior cover page.

 

The information required in 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

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

TCG Crossover Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

5

SOLE VOTING POWER

 

5,905,400

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

5,905,400

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,905,400

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.0%

12

TYPE OF REPORTING PERSON (see instructions)

 

IA

         

 2 
 

 

Item 1(a).

Name of Issuer:

 

 

 CymaBay Therapeutics, Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

 

7575 Gateway Blvd., Suite 110

Newark, California 94560

 

Item 2(a).

Name of Person Filing:

 

 

TCG Crossover Management, LLC

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

 

228 Hamilton Avenue, 3rd Floor

Palo Alto, California

United States 94301

 

Item 2(c).

Citizenship:

 

 

The Investment Manager is a Delaware limited liability company.

 

Item 2(d).

Title of Class of Securities:

 

 

Common Stock, $0.0001 par value

 

Item 2(e).

CUSIP Number:

23257D103

 

 3 
 

 

Item 3.If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 (a)o Broker or dealer registered under Section 15 of the Act;
 (b)o Bank as defined in Section 3(a)(6) of the Act;
 (c)o Insurance company as defined in Section 3(a)(19) of the Act;
(d)o Investment company registered under Section 8 of the Investment Company Act of 1940;
 (e)x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 (f)o An employee benefit plan or endowment fund in accordance with Rule 13d- 1(b)(1)(ii)(F);
 (g)o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 (h)o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 (i)o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 (j)o A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
 (k)o  Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4. Ownership.  
 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer

identified in Item 1.

TCG Crossover Management, LLC

  (a) Amount Beneficially Owned: 5,905,400
  (b) Percent of Class: 7.0%
  (c) Number of shares as to which such person has:  
    (i) sole power to vote or to direct the vote: 5,905,400
    (ii) shared power to vote or to direct the vote: 0
    (iii) sole power to dispose or to direct the disposition of: 5,905,400
    (iv) shared power to dispose or to direct the disposition of: 0

 

 4 
 

 

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 Persons have ceased to be the beneficial owner of more than five 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.

 

 

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 acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing 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 such purpose or effect for the time being.

 

 5 
 

 

SIGNATURE

 

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.

 

  November 29, 2021  
  Date  
  /s/ Jaime Felix  
 

Signature

 
     
  Chief Compliance Officer  
  Name/Title  

 

 

6