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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 7 | 04/15/2014 | A | 77,000 | (1) | 04/14/2024 | Common Stock | 77,000 | $ 0 | 77,000 | D | ||||
| Stock Appreciation Right (2) | $ 7 | 04/15/2014 | A | 26,000 | (2) | 04/14/2024 | Common Stock | 26,000 | $ 0 | 26,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Boudes Pol F C/O CYMABAY THERAPEUTICS INC. 7999 GATEWAY BLVD., SUITE 130 NEWARK, CA 94560 |
Chief Medical Officer | |||
| /s/ Sujal Shah, by power of attorney | 04/16/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The option vests over a four-year period, with 25% of the shares subject to the option vesting on the first anniversary of the grant date of April 15, 2014, and the remaining shares subject to the option vesting ratably on a monthly basis over the following 36 months. |
| (2) | This incentive award (the "Award") was granted under the Issuer's 2013 Equity Incentive Plan (the "Plan") and can be settled in cash or shares of the Issuer's common stock, at the sole discretion of the Issuer. The shares subject to the Award (the "Shares") will vest in full on the second anniversary of the date of grant, provided however, in the event the Issuer's stockholders approve an increase to the share reserve of the Plan, then 1/48 of the Shares shall vest and be exercisable (retroactive to the date of grant) each month as measured from the date of grant, subject to the Reporting Person's continuous service as of such date; provided, however, 100% of the Shares shall accelerate and be fully exercisable immediately prior to the consummation of any change of control. |