SEC Filing | Cytokinetics, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

TRAUTMAN JAY K

(Last)

(First)

(Middle)

280 EAST GRAND AVENUE

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

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)
VP, Disc Biology & Technology

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2005

4. If Amendment, Date of 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

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								30,160	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$6.88	12/15/2005		A		21,504		01/07/2006⁽¹⁾	12/15/2015	Common Stock	21,504	$0	21,504	D
Non-Qualified Stock Option (right to buy)	$6.88	12/15/2005		A		43,496		01/07/2006⁽¹⁾	12/15/2015	Common Stock	43,496	$0	43,496	D
Incentive Stock Option (right to buy)	$1.2							07/10/2002⁽²⁾	07/10/2012	Common Stock	17,500		17,500	D
Incentive Stock Option (right to buy)	$1.2							05/21/2003⁽³⁾	05/21/2013	Common Stock	12,500		12,500	D
Incentive Stock Option (right to buy)	$6.5							04/08/2004⁽⁴⁾	03/08/2014	Common Stock	25,000		25,000	D
Incentive Stock Option (right to buy)	$6.59							04/11/2005⁽⁵⁾	04/11/2015	Common Stock	30,000		30,000	D

Explanation of Responses:

1. When the ISO and NQ dated 12/15/05 are combined for a total grant of 65,000 shares, the option shall vest and become exercisable as to 65,000 shares divided into equal monthly installments such that the option shall be 100% vested on 12/07/2009.

2. This option is immediately exercisable upon grant and shall vest as to 15,625 shares on 06/03/03 and the balance of 46,875 divided into equal monthly installments thereafter such that the option shall be 100% vested on 06/03/06.

3. This option is immediately exercisable upon grant and shall vest as to 573 shares on 04/01/03 and the balance of 26,927 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/07.

4. This option shall vest and become exercisable as to 521 shares on 04/08/04 and the balance of 24,479 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/08/08.

5. This option shall vest and become exercisable as to 30,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2009.

	Jay K. Trautman, Ph.D.	12/19/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of
Cytokinetics, Incorporated (the Company), hereby constitutes and
appoints James H. Sabry, Sharon Surrey-Barbari and Robert I. Blum,
and each of them, the undersigned's true and lawful attorney-in-
fact to

1.	complete and execute Forms 3, 4 and 5 and other forms and
all amendments thereto as such attorney-in-fact shall in
his or her discretion determine to be required or
advisable pursuant to Section 16 of the Securities
Exchange Act of 1934 (as amended) and the rules and
regulations promulgated thereunder, or any successor laws
and regulations, as a consequence of the undersigneds
ownership, acquisition or disposition of securities of
the Company; and

2.	do all acts necessary in order to file such forms with
the Securities and Exchange Commission, any securities
exchange or national association, the Company and such
other person or agency as the attorney-in-fact shall deem
appropriate.

      The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue
hereof.  The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of
the undersigneds responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).

      This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and
5 with respect to the undersigneds holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Company and the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 16th day of December, 2005.


Signature:	 /s/Jay K. Trautman, Ph.D.

Print Name:	 Jay K. Trautman, Ph.D.