UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
CymaBay
Therapeutics, Inc.
|
(Name of Issuer)
|
Common
Stock, $0.0001 par value per share
|
(Title of Class of Securities)
|
23257D103
|
(CUSIP Number)
|
December
31, 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 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
Abingworth LLP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
|
[ ]
|
|
(b)
|
[ ]
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
|
0
|
6
|
SHARED VOTING POWER
|
1,147,077*
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
8
|
SHARED DISPOSITIVE POWER
|
1,147,077*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,147,077*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%*
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
|
|
|
|
|
|
|
*
Based on the information provided by CymaBay Therapeutics, Inc. (the “
Issuer
”) in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission (the “
SEC
”) on November 8, 2017, there were 43,864,121
shares of the Issuer’s common stock, par value $0.0001 (the “
Common Stock
”), outstanding as of October
31, 2017. As of December 31, 2017 (the “
Event Date
”), Abingworth LLP (“
Abingworth
”) may
be deemed to beneficially own an aggregate of 1,147,077 shares of Common Stock of the Issuer. The number of shares of Common Stock
reported above consists of (i) 549,745 shares of Common Stock held by Abingworth Bioventures VI, LP (“
ABV VI
”);
and (ii) 597,322 shares of Common Stock held by Abingworth Bioequities Master Fund Limited (“
ABE
” and, together
with ABV VI, the “
Abingworth Funds
”). Abingworth, as the investment manager of the Abingworth Funds, may be
deemed to beneficially own the 1,147,077 shares of Common Stock held by the Abingworth Funds. Thus, as of the Event Date, for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth may be deemed to beneficially own approximately
2.6% of the shares of Common Stock deemed issued and outstanding. This Amendment No. 1 constitutes an exit filing for Abingworth
and the Abingworth Funds (together, the “Reporting Persons”), as the Reporting Persons beneficially own less than
five percent (5%) of the Common Stock.
Cusip
No.
|
23257D103
|
1
|
NAMES OF REPORTING PERSONS
Abingworth Bioventures
VI, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
|
[ ]
|
|
(b)
|
[ ]
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
|
0
|
6
|
SHARED VOTING POWER
|
549,745*
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
8
|
SHARED DISPOSITIVE POWER
|
549,745*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
549,745*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%*
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
|
|
*
Based on the information provided by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 8, 2017, there
were 43,864,121 shares of the Issuer’s Common Stock outstanding as of October 31, 2017. As of the Event Date, ABV VI held
549,745 shares of Common Stock. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, ABV VI may be deemed to beneficially own 1.3% of the shares of Common Stock deemed issued and outstanding. Abingworth,
as the investment manager of ABV VI, may be deemed to beneficially own the 549,745 shares of Common Stock held by ABV VI. This
Amendment No. 1 constitutes an exit filing for the Reporting Persons, as the Reporting Persons beneficially own less than five
percent (5%) of the Common Stock.
Cusip
No.
|
23257D103
|
1
|
NAMES OF REPORTING PERSONS
Abingworth Bioequities
Master Fund Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
|
[ ]
|
|
(b)
|
[ ]
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
|
0
|
6
|
SHARED VOTING POWER
|
597,332
*
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
8
|
SHARED DISPOSITIVE POWER
|
597,332
*
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
597,332*
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%*
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
|
|
|
|
|
|
*
Based on the information provided by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 8, 2017, there
were 43,864,121 shares of the Issuer’s Common Stock outstanding as of October 31, 2017. As of the Event Date, ABE held 597,332
shares of Common Stock. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
ABE may be deemed to beneficially own 1.4% of the shares of Common Stock deemed issued and outstanding. Abingworth, as the investment
manager of ABE, may be deemed to beneficially own the 597,332 shares of Common Stock held by ABE. This Amendment No. 1 constitutes
an exit filing for the Reporting Persons, as the Reporting Persons beneficially own less than five percent (5%) of the Common
Stock.
Item 1(a).
Name of Issuer
:
CymaBay
Therapeutics, Inc.
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 13G is being filed
on behalf of (i) Abingworth Bioventures VI, LP (“
ABV VI
”), (ii) Abingworth Bioequities Master Fund Limited (“
ABE
”
and, together with ABV IV, the “
Abingworth Funds
”) and (iii) Abingworth LLP (“
Abingworth
” and, together with ABV
VI and ABE, the “
Reporting Persons
”). As of December 31, 2017 (the “
Event Date
”), (i) ABV VI is the owner of record
of 549,745 shares of common stock, par value $0.0001 (the “
Common Stock
”) of CymaBay Therapeutics, Inc., a Delaware corporation
(the “
Issuer
”) and (ii) ABE is the owner of record of 597,332 shares of Common Stock. Abingworth, as the investment manager
of the Abingworth Funds, may be deemed to beneficially own the 1,147,077 shares of Common Stock held by the Abingworth Funds.
Item 2(b).
Address
of Principal Business Office or, if None, Residence
:
The business address for each of the Reporting Persons is c/o Abingworth LLP, Princes House, 38 Jermyn Street, London, England
SW1Y 6DN.
Item 2(c).
Citizenship
:
Abingworth LLP is a limited liability partnership organized under the laws of England. ABV VI is a limited partnership organized under the
laws of England. ABE is a company organized under the laws of the Cayman Islands.
Item 2(d).
Title
of Class of Securities
:
Common Stock, par value $0.0001
Item 2(e).
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
.
|
|
|
As reported in the
cover pages to this report, the ownership information with respect to each of the Reporting Persons is as follows:
|
|
|
(a) Amount
Beneficially Owned:
|
1,147,077*
|
|
|
|
(b) Percent
of Class:
|
2.6%*
|
|
|
|
(c) Number
of Shares as to which such person has:
|
|
|
|
|
(i) Sole
power to vote or to direct the vote:
|
0
|
|
|
(ii) Shared
power to vote or to direct the vote:
|
1,147,077*
|
|
|
(iii) Sole
power to dispose or to direct the disposition of:
|
0
|
|
|
(iv) Shared
power to dispose or to direct the disposition of:
|
1,147,077*
|
|
|
|
|
|
|
|
* Based on the
information provided by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on November 8, 2017, there were 43,864,121
shares of the Issuer's Common Stock outstanding as of October 31, 2017. As of the Event Date, Abingworth may be deemed to beneficially
own an aggregate of 1,147,077 shares of Common Stock of the Issuer. The number of shares of Common Stock reported above consists
of (i) 549,745 shares of Common Stock held by ABV VI; and (ii) 597,332 shares of Common Stock held by ABE. Abingworth, as the
investment manager of the Abingworth Funds, may be deemed to beneficially own the 1,147,077 shares of Common Stock held by the
Abingworth Funds. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
Abingworth may be deemed to beneficially own 2.3% of the shares of Common Stock deemed issued and outstanding.
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 owner
of more than five percent of the class of securities, check the following:
[X]
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 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.
|
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.
Date: February 14, 2018
|
|
ABINGWORTH
LLP
|
|
|
|
|
|
By:
|
/s/ John Heard
|
|
|
Name: John Heard
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
AB
INGWORTH
BIOVENTURES VI, LP
|
|
|
|
By: Abingworth LLP, its Manager
|
|
|
|
|
|
By:
|
/s/ John Heard
|
|
|
Name: John Heard
|
|
|
Title: Authorized Signatory
|
|
|
|
|
ABINGWORTH
BIOEQUITIES
MASTER FUND LIMITED
|
|
|
|
By: Abingworth LLP, its Manager
|
|
|
|
|
|
By:
|
/s/ John Heard
|
|
|
Name: John Heard
|
|
|
Title: Authorized Signatory
|
|
|
|
Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Exhibit Index
Exhibit
|
|
A. Joint Filing Agreement, dated as of April 19, 2016, by and among Abingworth LLP, Abingworth Bioventures VI, LP and Abingworth
Bioequities Master Fund Limited (incorporated by reference to Exhibit A to Schedule 13G, filed with the Securities and Exchange
Commission on April 19, 2016).
|
|
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