Edgar Filing: Blum Robert I

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Blum Robert I

2. Issuer Name and Ticker or Trading Symbol
CYTOKINETICS INC [CYTK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & CEO

(Last)

(First)

(Middle)

280 EAST GRAND AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2012

(Street)

SOUTH SAN FRANCISCO, CA 94080

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								18,416	D
Common Stock								12,500	I	by Trust 1 ⁽¹⁾
Common Stock								12,500	I	by Trust 2 ⁽²⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy)

$ 1.05

03/05/2012

92,212

04/05/2012⁽³⁾

03/05/2022

Common Stock

92,212

$ 0

92,212

Non-Qualified Stock Option (right to buy)

$ 1.05

03/05/2012

357,788

04/05/2012⁽³⁾

03/05/2022

Common Stock

357,788

$ 0

357,788

Incentive Stock Option (right to buy)

$ 0.58

01/14/2000⁽⁴⁾

11/14/2010

Common Stock

Incentive Stock Option (right to buy)

$ 1.2

07/10/2002⁽⁵⁾

07/10/2012

Common Stock

18,833

Incentive Stock Option (right to buy)

$ 1.2

05/21/2003⁽⁶⁾

05/21/2013

Common Stock

32,500

Incentive Stock Option (right to buy)

$ 1.57

03/31/2011⁽⁷⁾

02/28/2021

Common Stock

62,459

Incentive Stock Option (right to buy)

$ 1.85

03/26/2009⁽⁸⁾

02/26/2019

Common Stock

50,333

Incentive Stock Option (right to buy)

$ 2

12/18/2003⁽⁹⁾

12/18/2013

Common Stock

27,500

Incentive Stock Option (right to buy)

$ 3.08

03/24/2010⁽¹⁰⁾

02/24/2020

Common Stock

36,834

Incentive Stock Option (right to buy)

$ 3.37

03/29/2008⁽¹¹⁾

02/28/2018

Common Stock

8,334

Incentive Stock Option (right to buy)

$ 6.59

04/11/2005⁽¹²⁾

04/11/2015

Common Stock

45,000

Incentive Stock Option (right to buy)

$ 6.81

04/01/2007⁽¹³⁾

03/14/2017

Common Stock

22,806

Incentive Stock Option (right to buy)

$ 7.15

03/01/2006⁽¹⁴⁾

03/01/2016

Common Stock

28,494

Non-Qualified Stock Option (right to buy)

$ 1.2

07/10/2002⁽⁵⁾

07/10/2012

Common Stock

12,264

Non-Qualified Stock Option (right to buy)

$ 1.57

03/31/2011⁽⁷⁾

02/28/2021

Common Stock

437,541

Non-Qualified Stock Option (right to buy)

$ 1.85

03/26/2009⁽⁸⁾

02/26/2019

Common Stock

224,667

Non-Qualified Stock Option (right to buy)

$ 2

12/18/2003⁽⁹⁾

12/18/2013

Common Stock

48,692

Non-Qualified Stock Option (right to buy)

$ 3.08

03/24/2010⁽¹⁰⁾

02/24/2020

Common Stock

233,166

Non-Qualified Stock Option (right to buy)

$ 3.37

03/29/2008⁽¹¹⁾

02/28/2018

Common Stock

191,666

Non-Qualified Stock Option (right to buy)

$ 6.81

04/01/2007⁽¹³⁾

03/14/2017

Common Stock

227,194

Non-Qualified Stock Option (right to buy)

$ 7.15

03/01/2006⁽¹⁴⁾

03/01/2016

Common Stock

71,506

Restricted Stock Units

⁽¹⁵⁾

⁽¹⁶⁾

Common Stock

350,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Blum Robert I 280 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CA 94080	X		President & CEO

Signatures

Robert I. Blum		03/07/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Shares held by The Bridget Blum 2003 Irrevocable Trust.
(2)	Shares held by The Brittany Blum 2003 Irrevocable Trust.
(3)	When the ISO and NQ dated 03/05/2012 are combined for a total grant of 450,000 shares, the option shall vest and become exercisable as to 9,375 shares on 04/05/2012 and the balance of 440,625 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/05/2016.
(4)	This option is immediately exercisable upon grant and shall vest as to 25,000 shares on 11/14/00 and the balance of 87,500 divided into equal monthly installments thereafter such that the option shall be 100% vested on 11/14/05.
(5)	When the ISO and NQ dated 07/10/02 are combined for a total grant of 150,000 shares, the option is immediately exercisable upon grant and shall vest as to 2,500 shares on 04/15/02 and the balance of 147,500 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/15/07.
(6)	This option is immediately exercisable upon grant and shall vest as to 781 shares on 04/01/03 and the balance of 36,719 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/07.
(7)	When the ISO and NQ dated 02/28/2011 are combined for a total grant of 500,000 shares, the option shall vest and become exercisable as to 10,416 shares on 03/31/2011 and the balance of 489,584 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/28/2015.
(8)	When the ISO and NQ dated 02/26/2009 are combined for a total grant of 275,000 shares, the option shall vest and become exercisable as to 5,729 shares on 03/26/09 and the balance of 269,271 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/26/13.
(9)	When the ISO and NQ dated 12/18/03 are combined for a total grant of 141,925 shares, the option is immediately exercisable upon grant and shall vest as to 2,365 shares on 01/18/04 and the balance of 139,560 divided into equal monthly installments thereafter such that the option shall be 100% vested on 12/18/08.
(10)	When the ISO and NQ dated 02/24/2010 are combined for a total grant of 270,000 shares, the option shall vest and become exercisable as to 5,625 shares on 03/24/2010 and the balance of 264,375 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/24/2014.
(11)	When the ISO and NQ dated 02/29/2008 are combined for a total grant of 200,000 shares, the option shall vest and become exercisable as to 4,166 shares on 03/29/08 and the balance of 195,834 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/29/12.
(12)	This option shall vest and become exercisable as to 45,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2009.
(13)	When the ISO and NQ dated 03/14/2007 are combined for a total grant of 250,000 shares, the option shall vest and become exercisable as to 5,208 shares on 04/01/07 and the balance of 244,792 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/11.
(14)	When the ISO and NQ dated 03/01/2006 are combined for a total grant of 100,000 shares, the option shall vest and become exercisable as to 100,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2010.
(15)	Each restricted stock unit represents a contingent right to receive one share of CYTK common stock.
(16)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.