FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  OMara Patrick J.
2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2016
3. Issuer Name and Ticker or Trading Symbol
CymaBay Therapeutics, Inc. [CBAY]
(Last)
(First)
(Middle)
C/O CYMABAY THERAPEUTICS, INC., 7999 GATEWAY BLVD., SUITE 130
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Business Development
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEWARK, CA 94560
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 22
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 01/06/2025 Common Stock 50,000 $ 10 D  
Employee Stock Option (right to buy)   (2) 01/05/2024 Common Stock 7,628 $ 5 D  
Employee Stock Option (right to buy)   (2) 12/22/2023 Common Stock 16,213 $ 5 D  
Employee Stock Option (right to buy)   (3) 12/22/2023 Common Stock 872 $ 5 D  
Employee Stock Option (right to buy) 12/23/2013 12/22/2023 Common Stock 623 $ 5 D  
Employee Stock Option (right to buy)   (4) 12/22/2023 Common Stock 1,247 $ 5 D  
Employee Stock Option (right to buy)   (5) 12/22/2023 Common Stock 884 $ 5 D  
Employee Stock Option (right to buy)   (3) 12/22/2023 Common Stock 901 $ 5 D  
Employee Stock Option (right to buy)   (3) 01/24/2022 Common Stock 691 $ 4.77 D  
Stock Appreciation Right   (6) 12/22/2023 Common Stock 7,264 $ 5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OMara Patrick J.
C/O CYMABAY THERAPEUTICS, INC.
7999 GATEWAY BLVD., SUITE 130
NEWARK, CA 94560
      VP, Business Development  

Signatures

/s/ Sujal Shah, by power of attorney 01/28/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 with respect to one-quarter of the underlying shares upon the first anniversary of the grant date, and then with respect to the remaining shares monthly thereafter over the next three years.
(2) The option vests with respect to one-third of the underlying shares on the grant date, and then with respect to the remaining two-thirds of the underlying shares in 48 equal monthly installments thereafter.
(3) The option vests in 48 equal monthly installments as measured from the grant date.
(4) The option vests in 36 equal monthly installments as measured from the grant date.
(5) The option vests with respect to one-quarter of the underlying shares upon the grant date, and then with respect to the remaining shares monthly thereafter over the next four years.
(6) This award was granted under the Issuer's 2013 Equity Incentive Plan and can be settled in cash or shares of the Issuer's common stock, at the sole discretion of the Issuer. The award vests in 48 equal monthly installments from the grant date.

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