SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

CYMABAY THERAPEUTICS, INC.

(Name of Issuer)
 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

23257D103

(CUSIP Number)
 

December 31, 2016 and February 2, 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)
 
(Page 1 of 11 Pages)

 

______________________________

*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.

**This filing is being made pursuant to Rule 13d-2 with respect to the shares of Common Stock beneficially owned as of December 31, 2016 (representing less than 5% of the outstanding share count) and also pursuant to Rule 13d-1(c) with respect to the shares of Common Stock beneficially owned crossing above 5% of the outstanding share count on February 2, 2017.

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

13G/A

Page 2 of 11 Pages

 

 

1

NAME OF REPORTING PERSON

Adage Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,840,044*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,840,044*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,840,044*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.43%*

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2016, the Reporting Persons may have been deemed to beneficially own 700,000 shares of Common Stock, representing 2.99% of the outstanding shares of Common Stock as of such time.

 

CUSIP No. 23257D103

13G/A

Page 3 of 11 Pages

 

 

1

NAME OF REPORTING PERSON

Adage Capital Partners GP, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,840,044*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,840,044*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,840,044*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.43%*

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

 

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2016, the Reporting Persons may have been deemed to beneficially own 700,000 shares of Common Stock, representing 2.99% of the outstanding shares of Common Stock as of such time.

 

CUSIP No. 23257D103

13G/A

Page 4 of 11 Pages

 

 

1

NAME OF REPORTING PERSON

Adage Capital Advisors, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,840,044*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,840,044*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,840,044*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.43%*

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

 

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2016, the Reporting Persons may have been deemed to beneficially own 700,000 shares of Common Stock, representing 2.99% of the outstanding shares of Common Stock as of such time.

 

CUSIP No. 23257D103

13G/A

Page 5 of 11 Pages

 

 

1

NAME OF REPORTING PERSON

Robert Atchinson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,840,044*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,840,044*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,840,044*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.43%*

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2016, the Reporting Persons may have been deemed to beneficially own 700,000 shares of Common Stock, representing 2.99% of the outstanding shares of Common Stock as of such time.

 

CUSIP No. 23257D103

13G/A

Page 6 of 11 Pages

 

1

NAME OF REPORTING PERSON

Phillip Gross

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,840,044*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,840,044*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,840,044*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.43%*

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2016, the Reporting Persons may have been deemed to beneficially own 700,000 shares of Common Stock, representing 2.99% of the outstanding shares of Common Stock as of such time.

 

CUSIP No. 23257D103

13G/A

Page 7 of 11 Pages

 

Item 1(a). NAME OF ISSUER
  The name of the issuer is CYMABAY THERAPEUTICS, INC. (the “Company”).
   

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  The Company’s principal executive offices are located at 7999 Gateway Blvd, Suite 130, Newark, CA 94560.
   
Item 2(a). NAME OF PERSON FILING
  This statement is filed by:
   
  (i) Adage Capital Partners, L.P., a Delaware limited partnership ("ACP") with respect to the Common Stock directly owned by it;
   
  (ii) Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), as general partner of ACP with respect to the Common Stock directly owned by ACP;
   
  (iii) Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), as managing member of ACPGP, general partner of ACP, with respect to the Common Stock directly owned by ACP;
   
  (iv) Robert Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Common Stock directly owned by ACP; and
   
  (v) Phillip Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Common Stock directly owned by ACP.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116.
   

 

Item 2(c). CITIZENSHIP
  ACP is a limited partnership organized under the laws of the State of Delaware.  ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware.  Messrs. Gross and Atchinson are citizens of the United States.
   

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, par value $0.0001 per share (the "Common Stock").
   

 

CUSIP No. 23257D103

13G/A

Page 8 of 11 Pages


Item 2(e). CUSIP NUMBER
  23257D103

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: Not applicable.

 

Item 4. OWNERSHIP

 

  A. Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C.
      (a) Amount beneficially owned:  As of the date of this filing, 1,840,044.  As of December 31, 2016, 700,000.
      (b) Percent of class: As of the date of this filing, 6.43%.  As of December 31, 2016, 2.99%.  The percentages used herein and in the rest of this 13G/A as of the date of this filing are based upon the 28,628,351 shares of Common Stock reported to be issued and outstanding as of January 31, 2017 in the Company's Prospectus filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on February 2, 2017 after giving effect to the completion of the offering, as described therein.  The percentages used herein and in the rest of this 13G/A as of December 31, 2016 are based upon the 23,447,003 shares of Common Stock reported to be issued and outstanding as of October 31, 2016 in the Company's Quarterly Report on Form 10-Q ended September 30, 2016, filed with the Securities and Exchange Commission on November 9, 2016.

 

CUSIP No. 23257D103

13G/A

Page 9 of 11 Pages


 

      (c) (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote: As of the date of this filing, 1,840,044.  As of December 31, 2016, 700,000.
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition of:  As of the date of this filing, 1,840,044.  As of December 31, 2016, 700,000.

 

ACP has the power to dispose of and the power to vote the Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP.  ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA directly own any Common Stock.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Act"), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.

 

  B. Robert Atchinson and Phillip Gross
      (a) Amount beneficially owned:  As of the date of this filing, 1,840,044.  As of December 31, 2016, 700,000.
      (b) Percent of class:  As of the date of this filing, 6.43%.  As of December 31, 2016, 2.99%.
      (c) (i) Sole power to vote or direct the vote:  0
        (ii) Shared power to vote or direct the vote:  As of the date of this filing, 1,840,044.  As of December 31, 2016, 700,000.
        (iii) Sole power to dispose or direct the disposition:  0
        (iv) Shared power to dispose or direct the disposition:  As of the date of this filing, 1,840,044.  As of December 31, 2016, 700,000.
Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Common Stock beneficially owned by ACP.  Neither Mr. Atchinson nor Mr. Gross directly own any Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.  
             

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
  Not applicable.
   

 

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 OR CONTROL PERSON
  Not applicable.
   

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  Not applicable.
   

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
  Not applicable.
   

 

CUSIP No. 23257D103

13G/A

Page 10 of 11 Pages

 

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its 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.

 

 

CUSIP No. 23257D103

13G/A

Page 11 of 11 Pages

SIGNATURES

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

DATE: February 9, 2017

 

 

 

ADAGE CAPITAL PARTNERS, L.P.  
By:  Adage Capital Partners GP, L.L.C.,  
its general partner  
   
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL PARTNERS GP, L.L.C.  
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL ADVISORS, L.L.C.  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ROBERT ATCHINSON  
   
/s/ Robert Atchinson  
ROBERT ATCHINSON, individually  
   
PHILLIP GROSS  
   
/s/ Phillip Gross  
PHILLIP GROSS, individually