Edgar Filing: SPUDICH JAMES A

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 ^*

SPUDICH JAMES A

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

280 EAST GRAND AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2010

(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								180,600	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Non-Qualified Stock Option (right to buy)

$ 3.11

01/04/2010

16,077

02/04/2010⁽¹⁾

01/04/2020

Common Stock

16,077

$ 1.244 ⁽²⁾

16,077

Non-Qualified Stock Option (right to buy)

$ 1.2

07/10/2002⁽³⁾

07/10/2012

Common Stock

10,000

Non-Qualified Stock Option (right to buy)

$ 1.85

06/21/2009⁽⁴⁾

05/21/2019

Common Stock

15,000

Non-Qualified Stock Option (right to buy)

$ 2.85

02/02/2009⁽⁵⁾

01/02/2019

Common Stock

17,543

Non-Qualified Stock Option (right to buy)

$ 3.73

08/01/2008⁽⁶⁾

07/01/2018

Common Stock

6,702

Non-Qualified Stock Option (right to buy)

$ 3.83

06/22/2008⁽⁷⁾

05/22/2018

Common Stock

15,000

Non-Qualified Stock Option (right to buy)

$ 5.55

05/19/2005

05/19/2015

Common Stock

7,500

Non-Qualified Stock Option (right to buy)

$ 6.55

05/24/2007

05/24/2017

Common Stock

10,000

Non-Qualified Stock Option (right to buy)

$ 7.29

05/25/2006

05/25/2016

Common Stock

7,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SPUDICH JAMES A 280 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CA 94080	X

Signatures

By: Sharon Barbari For: James A. Spudich, Ph.D.		01/04/2010
^**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)	This option shall vest and become exercisable as to 16,077 shares divided into equal monthly installments such that the option shall be 100% vested on January 4, 2011.
(2)	This option was issued to the reporting person pursuant to the Cytokinetics 2004 Equity Incentive Plan in lieu of annual retainer of $20,000.
(3)	This option is immediately exercisable upon grant and shall vest as to 417 shares on 06/01/02 and the balance of 9,583 divided into equal monthly installments thereafter such that the option shall be 100% vested on 05/01/04.
(4)	This option shall vest and become exercisable as to 15,000 shares divided into equal monthly installments such that the option shall be 100% vested on May 21, 2010.
(5)	This option shall vest and become exercisable as to 17,543 shares divided into equal monthly installments such that the option shall be 100% vested on January 2, 2010.
(6)	This option shall vest and become exercisable as to 6,702 shares divided into equal monthly installments such that the option shall be 100% vested on January 1, 2009.
(7)	This option shall vest and become exercisable as to 15,000 shares divided into equal monthly installments such that the option shall be 100% vested on May 22, 2009.

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