Schedule 13G
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
04)*
Cytokinetics, Incorporated
(Name
of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
23282W100
Calendar Year 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
x
Rule
13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
| | | | | |
1 | | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| CREDIT SUISSE AG/ |
| | |
2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
| (a)
o |
| (b)
x |
| | |
3 | | SEC USE ONLY |
| |
| |
| | |
4 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| Switzerland |
| | | |
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | | SOLE VOTING POWER |
| |
| 0 |
| | |
6 | | SHARED VOTING POWER |
| |
| 1,339,442 - 4,049,765 are held in a Voting Trust ( See Exhibit 99.2) |
| | |
7 | | SOLE DISPOSITIVE POWER |
| |
| 0 |
| | |
8 | | SHARED DISPOSITIVE POWER |
| |
| 5,389,207 |
| | |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
| |
| 5,389,207 |
| | |
10 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
| o |
| | |
11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
| <
TD align="left" colSpan="4">7.66%
| | |
12 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
| BK |
| | FOOTNOTES |
| |
| |
Item
1.
| | Cytokinetics, Incoporated |
| (b) | Address
of Issuer’s Principal Executive Offices |
| | 280 East Grand Avenue
South San Francisco
California, 94080
United States of America |
Item
2.
| | Credit Suisse AG
See Exhibit 99.1 and Exhibit 99.2 |
| (b) | Address
of Principal Business Office or, if none, Residence |
| | Uetlibergstrasse 231
P.O. Box 900
CH-8700
Zurich, Switzerland |
| (d) | Title
of Class of Securities |
| | Common Stock, par value $0.001 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
| (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
o78c). |
| (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
| (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| (g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
| (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| (i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
| (a) |
Amount beneficially owned:
5,389,207 |
| (b) |
Percent of class: 7.66% |
| (c) | Number
of shares as to which the person has: |
| (i) |
Sole power to vote or to direct the vote:
0 |
| (ii) |
Shared power to vote or to direct the vote:
1,339,442 |
| (iii) |
Sole power to dispose or to direct the disposition of:
0 |
| (iv) |
Shared power to dispose or to direct the disposition of:
5,389,207 |
Item
5. | Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
.
Not Applicable.
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not Applicable.
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
| |
|
Not applicable.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
| Credit Suisse AG
| |
| | | |
Date:
February 16, 2010 | By:
| /s/
Ivy Dodes | |
| |
Name: Ivy Dodes | |
| |
Title:
Managing Director | |
| | | |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |
Unassociated Document
In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse AG
(the "Bank"), a Swiss bank, on behalf of its subsidiaries to the extent that
they constitute the Investment Banking division (the "Investment Banking
division"), the Alternative Investments business (the "AI Business") within the
Asset Management division (the "Asset Management division") and the U.S. private
client services business (the "U.S. PCS Business") within the Private Banking
division (the "Private Banking division") (the "Reporting Person"). The address
of the principal business and office of the Bank is Uetlibergstrasse 231, P.O.
Box 900, CH 8070 Zurich , Switzerland . The address of the principal business
and office of the Reporting Person in the United States is Eleven Madison
Avenue, New York, New York 10010. The ultimate parent company of the Bank is
Credit Suisse Group AG ("CSG"), a corporation formed under the laws of
Switzerland. CSG is a global financial services company, active in all major
financial centers and providing a comprehensive range of banking products. The
Bank is comprised of the Investment Banking division, the Asset Management
division and the Private Banking division. The Investment Banking division
provides financial advisory and capital raising services and sales and trading
to institutional, corporate and government clients worldwide. The Asset
Management division provides asset management and investment advisory services
to institutional, mutual fund and private investors worldwide and offers
products across a broad range of investment classes, including alternative
investments. The Private Banking division offers global private banking and
corporate and retail banking services in Switzerland. The business address of
CSG 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 those subsidiaries that constitute the
Asset Management division (other than the AI Business) (the "Traditional AM
Business") and the Private Banking division (other than the U.S. PCS Business
(the "Non-U.S. PB Business")) may beneficially own Shares to which this
Statement relates (the "Shares") and such Shares are not reported in this
Statement. CSG disclaims beneficial ownership of Shares beneficially owned by
its direct and indirect subsidiaries, including the Reporting Person. Each of
the Traditional AM Business and the Non-U.S. PB Business disclaims beneficial
ownership of Shares beneficially owned by the Reporting Person. The Reporting
Person disclaims beneficial ownership of Shares beneficially owned by CSG, the
Traditional AM Business and the Non-U.S. PB Business.
Unassociated Document
Credit Suisse First Boston Equity Partners, L.P., Credit Suisse First
Boston Equity Partners (Bermuda), L.P., Credit Suisse First Boston U.S.
Executive Advisors, L.P., EMA Partners Fund 2000, L.P. and EMA Private Equity
Fund 2000, L.P. (collectively, the "Credit Suisse Entities"), entered into a
Voting Trust Agreement with Wells Fargo Bank, N.A. (the "Trustee") on May 2,
2004 (the "Voting Trust Agreement"), pursuant to which, among other things,
the Credit Suisse Entities have deposited an aggregate of 4,049,765 shares
of common stock (which number includes 761,420 shares of common stock issuable
upon exercise of warrants) representing 6.6% of the outstanding shares of common
stock as of December 31, 2009 (the "Trustee Shares") into a trust created by the
Voting Trust Agreement and gave the Trustee exclusive right to vote the Trustee
Shares. While the Trustee has the exclusive right to vote the Trustee Shares,
the Credit Suisse Entities maintained and continue to have dispositive power
over the Trustee Shares.