Edgar Filing: WOLFF ANDREW 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 ^*

WOLFF ANDREW A

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)
SVP Clinical R&D, CMO

(Last)

(First)

(Middle)

280 EAST GRAND AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2011

(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								7,500	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

Incentive Stock Option (right to buy)

$ 1.57

02/28/2011

58,336

03/31/2011⁽¹⁾

02/28/2021

Common Stock

58,336

$ 0

58,336

Non-Qualified Stock Option (right to buy)

$ 1.57

02/28/2011

141,664

03/31/2011⁽¹⁾

02/28/2021

Common Stock

141,664

$ 0

141,664

Incentive Stock Option (right to buy)

$ 1.85

03/26/2009⁽²⁾

02/26/2019

Common Stock

37,917

Incentive Stock Option (right to buy)

$ 3.08

03/24/2010⁽³⁾

02/24/2020

Common Stock

42,084

Incentive Stock Option (right to buy)

$ 3.37

03/29/2008⁽⁴⁾

02/28/2018

Common Stock

27,935

Incentive Stock Option (right to buy)

$ 6.59

04/11/2005⁽⁵⁾

04/11/2015

Common Stock

781

Incentive Stock Option (right to buy)

$ 6.81

04/01/2007⁽⁶⁾

03/14/2017

Common Stock

14,185

Incentive Stock Option (right to buy)

$ 7.15

03/01/2006⁽⁷⁾

03/01/2016

Common Stock

17,019

Incentive Stock Option (right to buy)

$ 9.91

09/20/2005⁽⁸⁾

10/20/2014

Common Stock

40,360

Non-Qualified Stock Option (right to buy)

$ 1.85

03/26/2009⁽²⁾

02/26/2019

Common Stock

92,083

Non-Qualified Stock Option (right to buy)

$ 3.08

03/24/2010⁽³⁾

02/24/2020

Common Stock

92,916

Non-Qualified Stock Option (right to buy)

$ 3.37

03/29/2008⁽⁴⁾

02/28/2018

Common Stock

97,065

Non-Qualified Stock Option (right to buy)

$ 6.59

04/11/2005⁽⁵⁾

04/11/2015

Common Stock

11,719

Non-Qualified Stock Option (right to buy)

$ 6.81

04/01/2007⁽⁶⁾

03/14/2017

Common Stock

40,815

Non-Qualified Stock Option (right to buy)

$ 7.15

03/01/2006⁽⁷⁾

03/01/2016

Common Stock

42,981

Non-Qualified Stock Option (right to buy)

$ 9.91

09/20/2005⁽⁸⁾

10/20/2014

Common Stock

69,640

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WOLFF ANDREW A 280 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CA 94080			SVP Clinical R&D, CMO

Signatures

Andrew A. Wolff, M.D.		03/01/2011
^**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 02/28/2011 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.
(2)	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.
(3)	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.
(4)	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.
(5)	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.
(6)	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.
(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.
(8)	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.

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