SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
  CORPORATION FINANCE

April 29 , 2020

Arnaud Ajdler
Managing Member
Engine Capital, L.P.
1345 Avenue  of the Americas – 33rd Floor
New York, New York 10105

 Re: CymaBay Therapeutics, Inc.
PREC 14A filed by Engine Capital L.P., et al.
Filed April 24 , 2020
  File No.  001-36500

Dear Mr. Ajdler ,

We have reviewed the above -captioned filing, and have the following comments.  Some
of our comments may ask for additional information so we may be tter understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your facts and circumstances and/or
do not believe an amendment is appropriate, please tel l us why  in a written response.

  After reviewing any amendment to the filing and any information provided in response to
these comments, we  may have additional comments.

Preliminary Proxy Statement filed under cover of Schedule 14A

General

1. Please advise us when the participants anticipate distributing their proxy statement.  Given
that reliance on Rule 14a -5(c) is impermissible at any time before the registrant distributes its
proxy statement, the participants will accept all legal risk in connection with di stributing the
initial definitive proxy statement without all required disclosures and should undertake to
subsequently provide any omitted information in a supplement in order to mitigate that risk.

2. The disclosure on the first page indicates that the par ticipants “ beneficially own in the
aggregate approximately 9.4% of the outstanding shares of common stock ” of the registrant.
As the date of the annual meeting and date of distribution for the proxy statement remain
unknown, please advise us  how this amou nt of beneficial will be affirmed.

Arnaud Ajdler
April 29 , 2020
Page 2

 Reasons for the Solicitation, page 8

3. Please refer to the following contention:  “ We question  the Board’s motivation, if other than
entrenchment ...”  The participants’ apparent attempt to imply that incumbent directors may
be motivated by self -interest and are thus perpetuating a plan of self-preservation through
“entrenchment” ignores and is in conflict with the action undertaken by the registrant’s
Board to reduce its size to 5 members from 9 .  Please revise to  explicitly support the cited
contention in light of action s recently undertaken by the registrant’s Board  since December
of 2019 , or delete the unqualified contention.  Refer to Note b. of Rule 14a -9.

4. Please refer to the following contention:  “..only to have our overtures rebuffed without the
Board ever making a counterproposal. ”  This contention  appears to be in conflict with an
earlier representation in the proxy statement which indicated  the partici pants  “rejected the
Board’s offer to discuss  appointing one, bu t not two, of Engine’s nominees …”  Please
reconcile  these disclosures  given that it appears the participants have  equated the rejection of
their proposal with a failure of the current Board to mean ingfully engage  with shareholders.

5. Please provide the factual foundation and/or  analysis to support the participants ’ assertion
that the registrant ’s financial performance suffers from an alleged elevated cash burn rate.

We Are Concerned with the Company’s Prolonged Stock Price Underperformance , page 8

6. To the extent the suspension  of the studies relating to the registrant ’s leading drug candidate ,
seladelpar, and the corresponding Seladelpar  Investigation , may have materially impact ed the
performance of the registrant ’s stock price, the disclosure should provide t his context.   Please
revise or advise.  Refer to Rule 14a -9(a), which, by its terms, prohibits the omission of any
material fact necessary in order to mak e the statements made not misleading .

Voting and Proxy Procedures, page 18

7. Please refer to the following assertion:  “we reserve the right to vote some or all of our shares
[  ] for some or all of the Company’s director nominees, as we see fit, in order to achieve a
Board composition that we believe is in the best interest of all  stockholders. ”  Given that the
registrant’s Board i s composed of five  directors, and the participants are seeking  support a t
the Annual Meeting to elect thei r three  nomin ees in opposition to the registrant ’s director
nominees , Rule 14a -4(d)(4) is unavaila ble.  Consequently, the proxy authority sought cannot
be used for any of the registrant’s nominees.  Please revise  to clarify, if true, that the cited
reference to “some or all of our shares”  is intended to mean only the approximately 9.4% of
shares benefi cially owned by the participants .  See Rule 14a -4(d)(1).

8. Please refer to the following two statements:  “ This Proxy Statement is soliciting proxies to
elect only our Nominees. Accordingly, the enclosed BLUE proxy card may only be voted for
the Nominees an d does not confer voting power with respect to the Company’s nominees. ”
Notwithstanding the inferences that may be drawn, please d isclose how the two remaining
board vacancies will be filled  if all of the participants’ nominees are elected.  In addition,

Arnaud Ajdler
April 29 , 2020
Page 3

 please address how vacancies will be filled in the situation  where  any of the registrant’s
nominees refuse to serve in the event any of the participants’  nominee s are elected .

*  * *

We remind you that the participant s are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact  me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas  P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
cc:  Andrew Freedman, Esq.
Olshan Frome Wolosky LLP