Sec Form 4 Filing - EMSTER KURT VON @ CymaBay Therapeutics, Inc. - 2023-09-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person EMSTER KURT VON 2. Issuer Name and Ticker or Trading Symbol CymaBay Therapeutics, Inc. [ CBAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CYMABAY THERAPEUTICS, INC., 7575 GATEWAY BLVD., SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2023 (Street) NEWARK, CA94560 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/29/2023 M 15,921 A $ 5 105,921 D Common Stock 09/29/2023 S( 1 ) 15,921 D $ 15.6821 ( 2 ) 90,000 D Common Stock 18,406 ( 3 ) I By The Konrad Hans von Emster III and Elizabeth F. von Emster Revocable Trust dated January 18, 2005

(A) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 5 09/29/2023 M 6,357 ( 4 ) 10/30/2023 Common Stock 6,357 $ 0 0 D Employee Stock Option (right to buy) $ 5 09/29/2023 M 943 ( 5 ) 12/22/2023 Common Stock 943 $ 0 0 D Stock Appreciation Right $ 5 09/29/2023 M 3,372 ( 6 ) 12/22/2023 Common Stock 3,372 $ 0 0 D Employee Stock Option (right to buy) $ 5 09/29/2023 M 5,249 ( 7 ) 01/05/2024 Common Stock 5,249 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EMSTER KURT VON C/O CYMABAY THERAPEUTICS, INC. 7575 GATEWAY BLVD., SUITE 110 NEWARK, CA94560 X Signatures /s/ Paul Quinlan, as attorney-in-fact for Kurt von Emster 09/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on June 30, 2023. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.54 to $15.89, inclusive. The reporting person undertakes to provide to CymaBay Therapeutics, Inc., any security holder of CymaBay Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )This corrects a typographical error made in the reporting person's previous Form 4 filings. In filings between October 2, 2017 and March 17, 2018 (inclusive) the reporting person reported 17,236 shares held indirectly rather than the 17,326 shares that the reporting person actually held indirectly (and had reported previously). After adding 1,080 shares on June 5, 2018 the reporting person incorrectly reported in a filing on June 7, 2018 and in filings thereafter owning 18,316 shares indirectly rather than the 18,406 shares that the reporting person actually held indirectly. ( 4 )The option vested as to 1/3 of the underlying shares on October 31, 2013 and the remaining 2/3 of the underlying shares vested ratably on a monthly basis over the 48 months thereafter. ( 5 )The option vested as to 1/4 of the underlying shares on April 2, 2010 and the remaining 3/4 of the underlying shares vested ratably on a monthly basis over the 36 months thereafter. ( 6 )The incentive award (the "Award") was granted under the CymaBay 2013 Equity Incentive Plan and could be settled in cash or shares of CymaBay common stock, at the sole discretion of CymaBay. The shares subject to the Award vested in 48 equal monthly installments from the grant date. ( 7 )The option vested as to 1/3 of the underlying shares on January 6, 2014 and the remaining 2/3 of the underlying shares vested ratably on a monthly basis over the 48 months thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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