o
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
o
|
Rule 13d-1(d)
|
Page 2 of 18 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Capital, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
16,691,158 (1)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
16,691,158 (1)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,691,158 (1)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.98%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
Page 3 of 18 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
2,816,158 (2)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
2,816,158 (2)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,816,158 (2)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.80%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
Page 4 of 18 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design Fund II, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
6,466,350 (3)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
6,466,350 (3)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,466,350 (3)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.39%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
Page 5 of 18 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design International II, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
7,408,650 (4)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
7,408,650 (4)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,408,650 (4)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.52%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
Page 6 of 18 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
4,195,893 (5)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
4,195,893 (5)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,195,893 (5)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.59%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
Page 7 of 18 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund International Limited
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
4,195,893 (6)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
4,195,893 (6)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,195,893 (6)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.59%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
|
Page 8 of 18 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
20,887,051 (7)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
20,887,051 (7)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,887,051 (7)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.98%
|
||
12.
|
TYPE OF REPORTING PERSON*
IN
|
Item 1(a). | Name of Issuer: | |
Cytokinetics, Incorporated
|
||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
280 East Grand Avenue, South
San Francisco, California 94080
|
||
Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund International Limited; Deerfield Private Design Fund II, L.P.; Deerfield Private Design International II, L.P.
|
||
Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., 780 Third Avenue, 37th Floor, New York, NY 10017; Deerfield Special Situations Fund International Limited, c/o Citi Hedge Fund Services (B.V.I.) Ltd., Bison Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola, D8, British Virgin Islands
|
||
Item 2(c). | Citizenship: | |
Mr. Flynn - United States citizen
Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P. and Deerfield Private
Design Fund II, L.P.- Delaware limited partnerships
Deerfield Special Situations Fund International Limited - British Virgin Islands corporation
Deerfield Private Design International II, L.P. – British Virgin Islands limited partnership
|
||
Item 2(d). | Title of Class of Securities: | |
Common Stock
|
||
Item 2(e). | CUSIP Number: | |
23282W100
|
||
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a) | o |
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
(b) | o |
Bank as defined in Section 3(a)(6) of the Exchange Act
|
|
(c) | o |
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
(d) | o |
Investment company registered under Section 8 of the Investment Company Act.
|
|
(e) | o |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
(f) | o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
(g) | o |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
(h) | o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
(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;
|
|
(j) | o |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
(k) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
Item 4. | Ownership. |
(a) |
Amount beneficially owned**:
|
||
Deerfield Capital, L.P. – 16,691,158 shares
Deerfield Special Situations Fund, L.P. – 2,816,158 shares
Deerfield Private Design Fund II, L.P. – 6,466,350 shares
Deerfield Private Design International II, L.P. – 7,408,650 shares
Deerfield Management Company, L.P. – 4,195,893 shares
Deerfield Special Situations Fund International Limited – 4,195,893 shares
James E. Flynn – 20,887,051 shares
|
|||
(b) |
Percent of class**:
|
||
Deerfield Capital, L.P. – 9.98%
Deerfield Special Situations Fund, L.P. – 3.80%
Deerfield Private Design Fund II, L.P. – 8.39%
Deerfield Private Design International II, L.P. – 9.52%
Deerfield Management Company, L.P. – 5.59%
Deerfield Special Situations Fund International Limited – 5.59%
James E. Flynn – 9.98%
|
(c) |
Number of shares as to which such person has**:
|
||||
(i) | Sole power to vote or to direct the vote |
All Reporting Persons - 0
|
|||
(ii) | Shared power to vote or to direct the vote |
Deerfield Capital, L.P. – 16,691,158
Deerfield Special Situations Fund, L.P. – 2,816,158
Deerfield Private Design Fund II, L.P. – 6,466,350
Deerfield Private Design International II, L.P. – 7,408,650
Deerfield Management Company, L.P. – 4,195,893
Deerfield Special Situations Fund International Limited – 4,195,893
James E. Flynn - 20,887,051
|
(iii) |
Sole power to dispose or to direct the disposition of
|
All Reporting Persons - 0
|
|||
(iv) |
Shared power to dispose or to direct the disposition of
|
Deerfield Capital, L.P. – 16,691,158
Deerfield Special Situations Fund, L.P. – 2,816,158
Deerfield Private Design Fund II, L.P. – 6,466,350
Deerfield Private Design International II, L.P. – 7,408,650
Deerfield Management Company, L.P. – 4,195,893
Deerfield Special Situations Fund International Limited – 4,195,893
James E. Flynn - 20,887,051
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person. |
|
N/A
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
N/A
|
Item 8.
|
Identification and Classification of Members of the Group. |
|
See Exhibit B
|
Item 9.
|
Notice of Dissolution of Group. |
|
N/A
|
Item 10.
|
Certifications. |
DEERFIELD CAPITAL, L.P.
|
||
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD PRIVATE DESIGN FUND II, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Darren Levine
|
||
Darren Levine, Attorney-In-Fact
|
DEERFIELD CAPITAL, L.P.
|
||
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD PRIVATE DESIGN FUND II, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Darren Levine
|
||
Darren Levine, Attorney-In-Fact
|