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* SRB ASSOCIATES VIII LP (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS, TX 75240 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/28/2004	3. Issuer Name and Ticker or Trading Symbol CYTOKINETICS INC [ CYTK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	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 C Preferred Stock	(1)	(1)	Common Stock	421,052	0	I	See Footnote(2)
Series E Preferred Stock	(1)	(1)	Common Stock	350,000	0	I	See Footnote(3)

Explanation of Responses:

1. Each share of Series C Preferred Stock and Series E Preferred Stock may be converted at any time into common stock on a 1-for-2 basis; automatically convertes at the closing of an initial public offering.

2. Total common shares of 421,052 represents 412,631 of such common shares held by Sevin Rosen Fund VIII L.P. (SRFVIII) and 8,421 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. (SRFVIII AFF). SRB Associates VIII L.P. (SRB) is the general partner of SRFVIII and SRFVIII AFF, and in that capacity, has shared voting and dispositive power over such shares. SRB disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.

3. Total common shares of 350,000 represents 343,000 of such common shares held by SRFVIII and 7,000 of such common shares held by SRFVIII AFF. SRB is the general partner of SRFVIII and SRFVIII AFF, and in that capacity, has shared voting and dispositive power over such shares. SRB disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.

	John V. Jaggers, General Partner, By Power Of Attorney	04/28/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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