SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
CYTOKINETICS INC [ CYTK ]
5. 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
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2004
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/28/2004 C 1,876,358 A $0 1,876,358 I(1)(2)(3) by MF IX
Common Stock 04/28/2004 C 98,755 A $0 98,755 I(1)(2)(3) by MFAIV
Common Stock 04/28/2004 C 29,040 A $0 29,040 I(3)(4) TTEE
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock $0 04/28/2004 C 2,317,500 (3) (3) Common Stock 2,317,500 $0 0 I(1)(2) by MF IX
Series B Preferred Stock $0 04/28/2004 C 982,758 (3) (3) Common Stock 982,758 $0 0 I(1)(2) by MF IX
Series C Preferred Stock $0 04/28/2004 C 278,499 (3) (3) Common Stock 278,499 $0 0 I(1)(2) by MF IX
Series E Preferred Stock $0 04/28/2004 C 353,961 (3) (3) Common Stock 353,961 $0 0 I(1)(2) by MF IX
Series A Preferred Stock $0 04/28/2004 C 112,500 (3) (3) Common Stock 112,500 $0 0 I(1)(2) by MF AIV
Series B Preferred Stock $0 04/28/2004 C 51,724 (3) (3) Common Stock 51,724 $0 0 I(1)(2) by MF AIV
Series C Preferred Stock $0 04/28/2004 C 14,658 (3) (3) Common Stock 14,658 $0 0 I(1)(2) by MF AIV
Series E Preferred Stock $0 04/28/2004 C 18,629 (3) (3) Common Stock 18,629 $0 0 I(1)(2) by MF AIV
Series C Preferred Stock $0 04/28/2004 C 52,632 (3) (3) Common Stock 52,632 $0 0 I(4) TTEE
Series E Preferred Stock $0 04/28/2004 C 5,449 (3) (3) Common Stock 5,449 $0 0 I(4) 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. Upon completion of the initial public offering, all Preferred Stock converted to Common Stock at a ratio of 1-for-2.
4. The Reporting Person is a Trustee of certain family trusts.
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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