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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McWherter Charles		 2. Issuer Name and Ticker or Trading Symbol

CymaBay Therapeutics, Inc. [ CBAY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President of R&D
(Last)          (First)          (Middle)

C/O CYMABAY THERAPEUTICS, INC., 7575 GATEWAY BLVD., SUITE 110		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/20/2023
(Street)

NEWARK, CA 94560		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 6/20/2023  M  21749 A$5.00 36749 D  
Common Stock 6/20/2023  S(1)  21749 D$8.1559 (2)15000 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $5.00 6/20/2023  M     10407   (3)10/30/2023 Common Stock 10407 $0 41616 D  
Employee Stock Option (right to buy) $5.00 6/20/2023  M     708   (4)12/22/2023 Common Stock 708 $0 4244 D  
Employee Stock Option (right to buy) $5.00 6/20/2023  M     236   (5)12/22/2023 Common Stock 236 $0 1414 D  
Employee Stock Option (right to buy) $5.00 6/20/2023  M     3892   (6)12/22/2023 Common Stock 3892 $0 23350 D  
Employee Stock Option (right to buy) $5.00 6/20/2023  M     6506   (7)1/5/2024 Common Stock 6506 $0 39034 D  
Explanation of Responses:
(1) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on February 24, 2023.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.1 to $8.245, 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) 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.
(4) The original option vested as to 1/4 of the underlying shares on July 23, 2008 and the remaining 3/4 of the underlying shares vested ratably on a monthly basis over the 36 months thereafter.
(5) The original option vested as to 1/48 of the underlying shares monthly from October 15, 2009.
(6) The option vested in full on December 23, 2015.
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
McWherter Charles
C/O CYMABAY THERAPEUTICS, INC.
7575 GATEWAY BLVD., SUITE 110
NEWARK, CA 94560

President of R&D
Signatures
/s/ Paul Quinlan, as attorney-in-fact for Charles McWherter6/20/2023
**Signature of Reporting PersonDate
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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