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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
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 | ||||||||
| Incentive Stock Option (right to buy) | $ 1 | 03/05/2013 | A | 119,103 | 04/05/2013(1) | 03/05/2023 | Common Stock | 119,103 | $ 0 | 119,103 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 1 | 03/05/2013 | A | 130,897 | 04/05/2013(1) | 03/05/2023 | Common Stock | 130,897 | $ 0 | 130,897 | D | ||||
| Incentive Stock Option (right to buy) | $ 1.05 | 04/05/2012(2) | 03/05/2022 | Common Stock | 58,665 | 58,665 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 1.57 | 03/31/2011(3) | 02/28/2021 | Common Stock | 58,336 | 58,336 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 1.85 | 03/26/2009(4) | 02/26/2019 | Common Stock | 37,917 | 37,917 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 3.08 | 03/24/2010(5) | 02/24/2020 | Common Stock | 42,084 | 42,084 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 3.37 | 03/29/2008(6) | 02/28/2018 | Common Stock | 27,935 | 27,935 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 6.59 | 04/11/2005(7) | 04/11/2015 | Common Stock | 781 | 781 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 6.81 | 04/01/2007(8) | 03/14/2017 | Common Stock | 14,185 | 14,185 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 7.15 | 03/01/2006(9) | 03/01/2016 | Common Stock | 17,019 | 17,019 | D | ||||||||
| Incentive Stock Option (right to buy) | $ 9.91 | 09/20/2005(10) | 10/20/2014 | Common Stock | 40,360 | 40,360 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 1.05 | 04/05/2012(2) | 03/05/2022 | Common Stock | 116,335 | 116,335 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 1.57 | 03/31/2011(3) | 02/28/2021 | Common Stock | 141,664 | 141,664 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 1.85 | 03/26/2009(4) | 02/26/2019 | Common Stock | 92,083 | 92,083 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 3.08 | 03/24/2010(5) | 02/24/2020 | Common Stock | 92,916 | 92,916 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 3.37 | 03/29/2008(6) | 02/28/2018 | Common Stock | 97,065 | 97,065 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 6.59 | 04/11/2005(7) | 04/11/2015 | Common Stock | 11,719 | 11,719 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 6.81 | 04/01/2007(8) | 03/14/2017 | Common Stock | 40,815 | 40,815 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 7.15 | 03/01/2006(9) | 03/01/2016 | Common Stock | 42,981 | 42,981 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 9.91 | 09/20/2005(10) | 10/20/2014 | Common Stock | 69,640 | 69,640 | D | ||||||||
| Restricted Stock Units | (11) | (12) | (12) | Common Stock | 87,500 | 87,500 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WOLFF ANDREW A 280 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CA 94080 |
SVP Clinical R&D, CMO | |||
| Andrew A. Wolff, M.D. | 03/07/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | When the ISO and NQ dated 03/05/2013 are combined for a total grant of 250,000 shares, the option shall vest and become exercisable as to 250,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/05/2017. |
| (2) | When the ISO and NQ dated 03/05/2012 are combined for a total grant of 175,000 shares, the option shall vest and become exercisable as to 3,645 shares on 04/05/2012 and the balance of 171,355 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/05/2016. |
| (3) | When the ISO and NQ dated 02/28/2011 are combined for a total grant of 200,000 shares, the option shall vest and become exercisable as to 4,166 shares on 03/31/2011 and the balance of 195,834 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/28/2015. |
| (4) | When the ISO and NQ dated 02/26/2009 are combined for a total grant of 130,000 shares, the option shall vest and become exercisable as to 2,708 shares on 03/26/09 and the balance of 127,292 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/26/13. |
| (5) | When the ISO and NQ dated 02/24/2010 are combined for a total grant of 135,000 shares, the option shall vest and become exercisable as to 2,812 shares on 03/24/2010 and the balance of 132,188 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/24/2014. |
| (6) | When the ISO and NQ dated 02/29/2008 are combined for a total grant of 125,000 shares, the option shall vest and become exercisable as to 2,604 shares on 03/29/08 and the balance of 122,396 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/29/12. |
| (7) | When the ISO and NQ dated 04/11/05 are combined for a total grant of 12,500 shares, the option shall vest and become exercisable as to 12,500 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2009. |
| (8) | When the ISO and NQ dated 03/14/2007 are combined for a total grant of 55,000 shares, the option shall vest and become exercisable as to 1,146 shares on 04/01/07 and the balance of 53,854 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/11. |
| (9) | When the ISO and NQ dated 03/01/2006 are combined for a total grant of 60,000 shares, the option shall vest and become exercisable as to 60,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2010. |
| (10) | When the ISO and NQ dated 10/20/04 are combined for a total grant of 110,000 shares, the option shall vest and become exercisable as to 27,500 shares on 09/20/05 and the balance of 82,500 divided into equal monthly installments thereafter such that the option shall be 100% vested on 09/20/08. |
| (11) | Each restricted stock unit represents a contingent right to receive one share of CYTK common stock at a purchase price of $0.001 per share which is the current par value of the common stock. |
| (12) | The restricted stock units vest in two equal annual installments. Vested shares will be delivered to the reporting person on 9/4/2012 and 9/3/2013. |