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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CYTOKINETICS INC
[ CYTK ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
05/04/2004
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
05/04/2004 |
|
C |
|
1,339,580 |
A |
$0.00
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1,339,580 |
I |
See Footnote
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| Common Stock - voting trust |
05/04/2004 |
|
C |
|
1,765,683 |
A |
$0.00
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1,765,683 |
I |
See Footnote
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Series C Preferred Stock |
|
05/04/2004 |
|
C |
|
|
4,210,527 |
|
|
Common Stock |
2,105,263 |
$0.00
|
0 |
I |
See Footnote
|
| Series E Preferred Stock |
|
05/04/2004 |
|
C |
|
|
2,000,000 |
|
|
Common Stock |
1,000,000 |
$0.00
|
0 |
I |
See Footnote
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
| HEMISPHERE HOUSE |
| NINE CHURCH STREET |
(Street)
|
1. Name and Address of Reporting Person*
| HEMISPHERE HOUSE |
| NINE CHURCH STREET |
(Street)
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| Explanation of Responses: |
|
|
|
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|
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| Remarks: |
|
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/s/ Ivy Dodes, Managing Director |
05/04/2004 |
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/s/ Kenneth J. Lohsen, Attorney-in-Fact (7) |
05/04/2004 |
|
/s/ Kenneth J. Lohsen, Attorney-in-Fact (7) |
05/04/2004 |
|
/s/ Kenneth J. Lohsen, Vice President (8) |
05/04/2004 |
|
/s/ Kenneth J. Lohsen, Vice President (8) |
05/04/2004 |
|
/s/ Kenneth J. Lohsen, Attorney-in-Fact (7) |
05/04/2004 |
|
/s/ Kenneth J. Lohsen, Controller |
05/04/2004 |
|
/s/ Kenneth J. Lohsen, Vice President |
05/04/2004 |
|
/s/ Kenneth J. Lohsen, Attorney-in-Fact |
05/04/2004 |
|
/s/ Nigel Jeffrey Arkley & John Ivan Sutlic, Directors |
05/04/2004 |
|
** 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. |
| 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. |
ATTACHMENT A
(1) Includes (a) 961,093 shares of common stock, par value $0.001 per share
(the "Shares"), of Cytokinetics, Incorporated held directly by Credit Suisse
First Boston Private Equity, L.P. ("CSFB-EP"); (b) 268,650 Shares held directly
by Credit Suisse First Boston Private Equity (Bermuda), L.P. ("CSFB Bermuda");
(c) 62,120 Shares held directly by EMA Private Equity Fund 2000, L.P. ("EMA
Private"); (d) 46,862 Shares held directly by EMA Partners Fund 2000, L.P. ("EMA
Partners"); and (e) 855 Shares held directly by Credit Suisse First Boston U.S.
Executive Advisors, L.P. ("CSFB U.S.", and together with CSFB-EP, CSFB Bermuda,
EMA Private and EMA Partners, the "CSFB Funds").
(2) These Shares are held directly by Wells Fargo Bank, N.A. as voting
trustee under a Voting Trust Agreement and includes (a) 1,266,803 Shares
transferred to the voting trust by CSFB-EP; (b) 354,104 Shares transferred to
the voting trust by CSFB Bermuda; (c) 81,880 Shares transferred to the voting
trust by EMA Private; (d) 61,769 Shares transferred to the voting trust by EMA
Partners; and (e) 1,127 Shares transferred to the voting trust by CSFB U.S.
(3) In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this Form 4 is being filed by Credit Suisse First
Boston (the "Bank"), a Swiss bank, on behalf of itself and its subsidiaries, to
the extent that they constitute the Credit Suisse First Boston business unit
(the "CSFB business unit") excluding Asset Management (as defined below) (the
"Reporting Person"). The CSFB business unit is also comprised of an asset
management business principally conducted under the brand name Credit Suisse
Asset Management ("Asset Management"). The Reporting Person provides financial
advisory and capital raising services, sales and trading for users and suppliers
of capital around the world and invests in and manages private equity and
venture capital funds. Asset Management provides asset management and investment
advisory services to institutional, mutual fund and private investors worldwide.
The address of the Bank's principal business and office is Uetlibergstrasse 231,
P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Person's
principal business and office in the United States is Eleven Madison Avenue, New
York, New York 10010.
The CSFB Funds are the holders of the Shares. The principal business office of
each of the CSFB Funds is 11 Madison Avenue, New York, New York 10010.
Pursuant to investment advisory agreements with CSFB-EP, CSFB Bermuda and CSFB
U.S., Credit Suisse First Boston Advisory Partners, LLC, a Delaware limited
partnership ("CSFB Advisory"), makes all investment decisions for these three
CSFB Funds, including the decision to buy, sell or hold securities which
comprise the assets of each of these entities. In addition, EMA Partners and EMA
Private must invest in and dispose of its portfolio securities pro rata
simultaneously with CSFB-EP pursuant to EMA Partners' and EMA Private's limited
partnership agreements. Thus, CSFB Advisory may be deemed to be the beneficial
owner of the Shares owned by the CSFB Funds.
CSFB Advisory is a wholly-owned subsidiary of the Bank. The investment committee
of CSFB Advisory that oversees the investment decisions made for the CSFB Funds
includes the employees of the Private Equity Division ("Private Equity
Division") of the CSFB business unit. The Private Equity Division reports
directly to a board of directors of CSFB LP Holding ("CSFBLP"), a wholly-owned
subsidiary of Credit Suisse Group ("CSG"). Such board of directors is comprised
in part of executive officers of CSG; both CSG and CSFBLP are corporations
formed under the laws of Switzerland.
The ultimate parent company of the Bank is CSG. CSG is a global financial
services company with two distinct business units. In addition to the CSFB
business unit, CSG is comprised of the Credit Suisse Financial Services business
unit (the "Credit Suisse Financial Services business unit"), which offers
investment products, private banking and financial advisory services, including
insurance and pension solutions, for private and corporate clients in Europe and
other markets around the world. CSG's business address is Paradeplatz 8, P.O.
Box 1, CH 8070 Zurich, Switzerland.
CSG, for purposes of the federal securities laws, may be deemed ultimately to
control the Bank and the Reporting Person. CSG, its executive officers and
directors, and its direct and indirect subsidiaries (including Asset Management
and the Credit Suisse Financial Services business unit) may beneficially own the
Shares, and such Shares are not reported in this form. CSG disclaims beneficial
ownership of Shares beneficially owned by its direct and indirect subsidiaries,
including the Reporting Person. Each of Asset Management and the Credit Suisse
Financial Services business unit disclaims beneficial ownership of Shares
beneficially owned by the Reporting Person. The Reporting Person disclaims
beneficial ownership of Shares beneficially owned by CSG, Asset Management and
the Credit Suisse Financial Services business unit.
Hemisphere Private Equity Partners, Ltd., a Bermuda company ("Hemisphere"), is
the general partner of each of CSFB-EP, CSFB Bermuda and CSFB U.S. and, other
than the investment activities for which CSFB Advisory is responsible, manages
and controls the affairs of these three funds. Hemisphere is engaged in the
business of acting as general partner to collective investment vehicles
organized as limited partnerships. Hemisphere is controlled by Hemisphere
Private Equity Partners Charitable Trust, a Bermuda trust ("Hemisphere Trust"),
created for the purpose of acting as beneficial owner of Hemisphere. The
Hemisphere Trust Company Limited is the trustee of Hemisphere Trust and is an
indirect, wholly-owned subsidiary of Mutual Risk Management Ltd, a Bermuda
company limited by shares. Mutual Risk Management Ltd. is an international risk
management company and, to the extent it controls Hemisphere in its capacity as
trustee of Hemisphere Trust, is the ultimate parent company of Hemisphere.
EXHIBIT 99.1
FORM 4 JOINT FILER INFORMATION
Name: Credit Suisse First Boston Equity Partners, L.P.
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: May 4, 2004
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS, L.P.
By: Hemisphere Private Equity Partners,
Ltd., its general partner
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Attorney-in-Fact
1
JOINT FILER INFORMATION (CONT'D)
Name: Credit Suisse First Boston Equity Partners
(Bermuda), L.P.
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: May 4, 2004
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS (BERMUDA), L.P.
By: Hemisphere Private Equity Partners,
Ltd., its general partner
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Attorney-in-Fact
2
JOINT FILER INFORMATION (CONT'D)
Name: EMA Private Equity Fund 2000, L.P.
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: May 4, 2004
EMA PRIVATE EQUITY FUND 2000, L.P.
By: Credit Suisse First Boston (Bermuda)
Limited, its general partner
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Vice President
3
JOINT FILER INFORMATION (CONT'D)
Name: EMA Partners Fund 2000, L.P.
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: May 4, 2004
EMA PARTNERS FUND 2000, L.P.
By: Credit Suisse First Boston (Bermuda)
Limited, its general partner
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Vice President
4
JOINT FILER INFORMATION (CONT'D)
Name: Credit Suisse First Boston U.S. Executive
Advisors, L.P.
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: May 4, 2004
CREDIT SUISSE FIRST BOSTON U.S. EXECUTIVE
ADVISORS, L.P.
By: Hemisphere Private Equity Partners,
Ltd., its general partner
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Attorney-in-Fact
5
JOINT FILER INFORMATION (CONT'D)
Name: Credit Suisse First Boston Advisory Partners, LLC
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: May 4, 2004
CREDIT SUISSE FIRST BOSTON ADVISORY
PARTNERS, LLC
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Controller
6
JOINT FILER INFORMATION (CONT'D)
Name: Credit Suisse First Boston (Bermuda) Limited
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: May 4, 2004
CREDIT SUISSE FIRST BOSTON (BERMUDA)
LIMITED
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Vice President
6
JOINT FILER INFORMATION (CONT'D)
Name: Hemisphere Private Equity Partners, Ltd.
Address: Hemisphere House, Nine Church Street, Hamilton HM11,
Hamilton, Bermuda
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: May 4, 2004
HEMISPHERE PRIVATE EQUITY
PARTNERS, LTD.
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Attorney-in-Fact
7
JOINT FILER INFORMATION (CONT'D)
Name: Hemisphere Private Equity Partners Charitable Trust
Address: Hemisphere House, Nine Church Street, Hamilton HM11,
Hamilton, Bermuda
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: May 4, 2004
HEMISPHERE PRIVATE EQUITY PARTNERS
CHARITABLE TRUST
By: Hemisphere Trust Company Limited in its
capacity as trustee
/s/ Nigel Jeffrey Arkley & John Ivan Sutlic
--------------------------------------------
Name: Nigel Jeffrey Arkley & John Ivan Sutlic
Title: Directors
9
