Edgar Filing: MORGANS DAVID J JR

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MORGANS DAVID J JR

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP-Preclinical R&D

(Last)

(First)

(Middle)

280 EAST GRAND AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2010

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								42,000	D

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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)

$ 3.08

02/24/2010

37,442

03/24/2010⁽¹⁾

02/24/2020

Common Stock

37,442

$ 0

37,442

Non-Qualified Stock Option (right to buy)

$ 3.08

02/24/2010

97,558

03/24/2010⁽¹⁾

02/24/2020

Common Stock

97,558

$ 0

97,558

Incentive Stock Option (right to buy)

$ 1.85

03/26/2009⁽²⁾

02/26/2019

Common Stock

43,751

Incentive Stock Option (right to buy)

$ 3.37

03/29/2008⁽³⁾

02/28/2018

Common Stock

27,714

Incentive Stock Option (right to buy)

$ 6.5

04/08/2004⁽⁴⁾

03/08/2014

Common Stock

34,000

Incentive Stock Option (right to buy)

$ 6.59

04/11/2005⁽⁵⁾

04/11/2015

Common Stock

35,995

Incentive Stock Option (right to buy)

$ 6.81

04/01/2007⁽⁶⁾

03/14/2017

Common Stock

14,810

Incentive Stock Option (right to buy)

$ 7.15

03/01/2006⁽⁷⁾

03/01/2016

Common Stock

15,388

Non-Qualified Stock Option (right to buy)

$ 1.85

03/26/2009⁽²⁾

02/26/2019

Common Stock

106,249

Non-Qualified Stock Option (right to buy)

$ 3.37

03/29/2008⁽³⁾

02/28/2018

Common Stock

122,286

Non-Qualified Stock Option (right to buy)

$ 6.59

04/11/2005⁽⁵⁾

04/11/2015

Common Stock

14,005

Non-Qualified Stock Option (right to buy)

$ 6.81

04/01/2007⁽⁶⁾

03/14/2017

Common Stock

50,190

Non-Qualified Stock Option (right to buy)

$ 7.15

03/01/2006⁽⁷⁾

03/01/2016

Common Stock

44,612

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MORGANS DAVID J JR 280 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CA 94080			EVP-Preclinical R&D

Signatures

David J. Morgans, Jr., Ph.D.		02/26/2010
^**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)	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.
(2)	When the ISO and NQ dated 02/26/2009 are combined for a total grant of 150,000 shares, the option shall vest and become exercisable as to 3,125 shares on 03/26/09 and the balance of 146,875 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/26/13.
(3)	When the ISO and NQ dated 02/29/2008 are combined for a total grant of 150,000 shares, the option shall vest and become exercisable as to 3,125 shares on 03/29/08 and the balance of 146,875 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/29/12.
(4)	This option shall vest and become exercisable as to 708 shares on 04/08/04 and the balance of 33,292 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/08/08.
(5)	When the ISO and NQ dated 04/11/05 are combined for a total grant of 50,000 shares, the option shall vest and become exercisable as to 50,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2009.
(6)	When the ISO and NQ dated 03/14/2007 are combined for a total grant of 65,000 shares, the option shall vest and become exercisable as to 1,354 shares on 04/01/07 and the balance of 63,646 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/11.
(7)	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.

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