SEC FORM 3 SEC Form 3
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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1. Name and Address of Reporting Person*
HEIDRICH A GRANT III

(Last) (First) (Middle)
2800 SAND HILL ROAD
SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2004
3. Issuer Name and Ticker or Trading Symbol
CYTOKINETICS INC [ CYTK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
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: 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
Series A Convertible Preferred Stock (4) (4) Series A Preferred 2,137,500 0 I(1)(2) by MF IX
Series B Convertible Preferred Stock (4) (4) Series B Preferred 982,758 0 I(1)(2) by MF IX
Series C Convertible Preferred Stock (4) (4) Series C Preferred 278,499 0 I(1)(2) by MF IX
Series E Convertible Preferred Stock (4) (4) Series E Preferred 353,961 0 I(1)(2) by MF IX
Series A Convertible Preferred Stock (4) (4) Series A Preferred 112,500 0 I(1)(2) by MF AIV
Series B Convertible Preferred Stock (4) (4) Series B Preferred 51,724 0 I(1)(2) by MF AIV
Series C Convertible Preferred Stock (4) (4) Series C Preferred 14,658 0 I(1)(2) by MF AIV
Series E Convertible Preferred Stock (4) (2)(4) Series E Preferred 18,629 0 I(1)(2) by MF AIV
Series C Convertible Preferred Stock (4) (4) Series C Preferred 52,632 0 I(3) TTEE
Series E Convertible Preferred Stock (4) (4) Series E Preferred 5,449 0 I(3) TTEE
Explanation of Responses:
1. The Reporting Person is a Managing Director of Mayfield IX Management, LLC, which is the sole General Partner of each of Mayfield IX (MF IX) and Mayfield Associates Fund IV (MF AIV). The Reporting Person may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by MF IX and MF AIV, but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.
2. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of equity securities covered by this statement.
3. The Reporting Person is a Trustee of certain family trusts.
4. Upon completion of the initial public offering, all Preferred Stock will be converted to Common Stock at a ratio of 1-for-2.
Remarks:
James T. Beck, Attorney-In-Fact for the Reporting Person 04/29/2004
** Signature of Reporting Person Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY
            

Know all by these presents, that the undersigned hereby authorizes James T. 
Beck, Harvey Schloss and David L. Bandy to execute for and on behalf of the
undersigned, in the undersigneds individual capacity and in the undersigneds
capacity as a member of any limited liability company and partner of any 
general or limited partnership, (i) any and all filings pursuant to Section 16
of the Securities Exchange Act of 1934 (the Exchange Act), including any and
all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules
13D and 13G, and any amendments thereto and joint filing agreements and other
documents in connection therewith, and (ii) any applications for EDGAR access
codes, including the Form ID, in each case as may be required to be filed from
time to time with the U. S. Securities and Exchange Commission with respect to
any investments of Mayfield Fund and its affiliates (collectively, Mayfield),
and cause any and all of such forms, schedules, agreements and documents to be
filed with the U. S. Securities and Exchange Commission pursuant to Section 13
and Section 16 of the Exchange Act, relating to the undersigneds direct or
indirect beneficial ownership of securities (in the undersigneds
 individual
capacity, or in the undersigneds capacity as a member of any limited liability
company or partner in any general or limited partnership).  The undersigned
hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper
to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not assuming,
nor is Mayfield assuming, any of the undersigneds responsibilities to comply
with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer an employee, member or partner of Mayfield, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be
executed as of this 16th day of September, 2002.
A. Grant Heidrich, III