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* DOW STEPHEN M (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/29/2004	3. Issuer Name and Ticker or Trading Symbol CYTOKINETICS INC [ CYTK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 04/28/2004
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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 Preferred Stock	(1)	(1)	Common Stock	1,122,000	0	I	See Footnote(2)
Series B Preferred Stock	(1)	(1)	Common Stock	515,687	0	I	See Footnote(3)
Series C Preferred Stock	(1)	(1)	Common Stock	526,315	0	I	See Footnote(4)
Series E Preferred Stock	(1)	(1)	Common Stock	1,000,000	0	I	See Footnote(5)

1. Name and Address of Reporting Person* DOW STEPHEN M (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)

1. Name and Address of Reporting Person* DOMENIK STEPHEN L (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAYLESS JON W (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)

1. Name and Address of Reporting Person* JAGGERS JOHN V (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)

1. Name and Address of Reporting Person* PHIPPS CHARLES H (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)

1. Name and Address of Reporting Person* KIMZEY JACKIE R (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)

1. Name and Address of Reporting Person* SHRIGLEY DAVID A (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)

1. Name and Address of Reporting Person* SCHUELE ALAN R (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)

Explanation of Responses:

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

2. Total common shares of 1,122,000 represents 1,040,094 of such common shares held by Sevin Rosen Fund VI L.P. (SRFVI), and 81,906 of such common shares held by Sevin Rosen VI Affiliates Fund L.P. (SRFVI AFF). Stephen Dow (Dow), Stephen Domenik (Domenik) Jon Bayless (Bayless), John Jaggers (Jaggers) and Charles Phipps (Phipps) are general partners of the general partner of SRFVI and SRFVI AFF. Messers. Dow, Domenik, Bayless, Jaggers and Phipps disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

3. Total common shares of 515,687 represents 478,042 of such common shares held by SRFVI and 37,645 of such common shares held by SRFVI AFF. Dow, Domenik, Bayless, Jaggers and Phipps are general partners of the general partner of SRFVI and SRFVI AFF. Messers. Dow, Domenik, Bayless, Jaggers and Phipps disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

4. Total common shares of 526,315 represents 97,579 of such common shares held by SRFVI, 7,684 of such common shares held by SRFVI AFF, 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). Dow, Domenik, Bayless, Jaggers and Phipps are general partners of the general partner of SRFVI and SRFVI AFF. Dow, Domenik, Bayless, Jaggers, Phipps, Jackie Kimzey (Kimzey), David Shrigley (Shrigley) and Alan Schuele (Schuele) are general partners of the general partner of SRFVIII and SRFVIII AFF. Messers. Dow, Domenik, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

5. Total common shares of 1,000,000 represents 625,950 of such common shares held by Sevin Rosen Fund VII L.P. (SRFVII), 24,050 of such common shares held by Sevin Rosen VII Affiliates Fund L.P. (SRFVII AFF), 343,000 of such common shares held by SRFVIII and 7,000 of such common shares held by SRFVIII AFF. Dow, Domenik, Bayless, Jaggers, Phipps, Kimzey, and Shrigley are general partners of the general partner of SRF VII and SRFVII AFF. Dow, Domenik, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele are general partners of the general partner of SRFVIII and SRFVIII AFF. Messers. Dow, Domenik, Bayless, Jaggers, Phipps, Kimzey, Shrigley and Schuele disclaim beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

	John V. Jaggers, By Power Of Attorney for Stephen M. Dow	10/29/2004
	John V. Jaggers, By Power Of Attorney for Stephen L. Domenik	10/29/2004
	John V. Jaggers, By Power Of Attorney for Jon W. Bayless	10/29/2004
	John V. Jaggers	10/29/2004
	John V. Jaggers, By Power Of Attorney for Charles H. Phipps	10/29/2004
	John V. Jaggers, By Power Of Attorney for Jackie R. Kimzey	10/29/2004
	John V. Jaggers, By Power Of Attorney for David A. Shrigley	10/29/2004
	John V. Jaggers, By Power Of Attorney for Alan R. Schuele	10/29/2004
	** Signature of Reporting Person	Date
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