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*
CREDIT SUISSE FIRST BOSTON/

(Last) (First) (Middle)
11 MADISON AVENUE

(Street)
NEW YORK NY 10010

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 05/04/2004 C 1,339,580 A $0.00 1,339,580 I See Footnote(1)(3)
Common Stock - voting trust 05/04/2004 C 1,765,683 A $0.00 1,765,683 I See Footnote(2)(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock (4) 05/04/2004 C 4,210,527 (5) (6) Common Stock 2,105,263 $0.00 0 I See Footnote(3)
Series E Preferred Stock (4) 05/04/2004 C 2,000,000 (5) (6) Common Stock 1,000,000 $0.00 0 I See Footnote(3)
1. Name and Address of Reporting Person*
CREDIT SUISSE FIRST BOSTON/

(Last) (First) (Middle)
11 MADISON AVENUE

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P.

(Last) (First) (Middle)
11 MADISON AVENUE

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS (BERMUDA), L.P.

(Last) (First) (Middle)
11 MADISON AVENUE

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EMA PRIVATE EQUITY FUND 2000, L.P.

(Last) (First) (Middle)
11 MADISON AVENUE

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EMA PARTNERS FUND 2000, L.P.

(Last) (First) (Middle)
11 MADISON AVENUE

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CREDIT SUISSE FIRST BOSTON U.S. EXECUTIVE ADVISORS, L.P.

(Last) (First) (Middle)
11 MADISON AVENUE

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CREDIT SUISSE FIRST BOSTON ADVISORY PARTNERS, LLC

(Last) (First) (Middle)
11 MADISON AVENUE

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CREDIT SUISSE FIRST BOSTON (BERMUDA) LTD

(Last) (First) (Middle)
11 MADISON AVENUE

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HEMISPHERE PRIVATE EQUITY PARTNERS, LTD.

(Last) (First) (Middle)
HEMISPHERE HOUSE
NINE CHURCH STREET

(Street)
HAMILTON D0 HM11

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HEMISPHERE PRIVATE EQUITY PARTNERS CHARITABLE TRUST

(Last) (First) (Middle)
HEMISPHERE HOUSE
NINE CHURCH STREET

(Street)
HAMILTON D0 HM11

(City) (State) (Zip)
Explanation of Responses:
1. See attachment A for footnotes.
2. See attachment A for footnotes.
3. See attachment A for footnotes.
4. 0.5
5. Immediately
6. The shares of preferred stock automatically converted into shares of common stock upon the closing of the issuer's initial public offering on May 4, 2004.
Remarks:
(7) Kenneth J. Lohsen is signing as Attorney-in-Fact of Hemisphere Private Equity Partners, Ltd., the general partner of Credit Suisse First Boston Equity Partners, L.P., Credit Suisse First Boston Equity Partners (Bermuda), L.P. and Credit Suisse First Boston U.S. Executive Advisors, L.P. (8) Kenneth J. Lohsen in signing as Vice President of Credit Suisse First Boston (Bermuda) Limited, the general partner of EMA Private Equity Fund 2000, L.P. and EMA Partners Fund 2000, L.P. Exhibit List Exhibit 99.1 - Joint Filer Information
/s/ Ivy Dodes, Managing Director 05/04/2004
/s/ Kenneth J. Lohsen, Attorney-in-Fact (7) 05/04/2004
/s/ Kenneth J. Lohsen, Attorney-in-Fact (7) 05/04/2004
/s/ Kenneth J. Lohsen, Vice President (8) 05/04/2004
/s/ Kenneth J. Lohsen, Vice President (8) 05/04/2004
/s/ Kenneth J. Lohsen, Attorney-in-Fact (7) 05/04/2004
/s/ Kenneth J. Lohsen, Controller 05/04/2004
/s/ Kenneth J. Lohsen, Vice President 05/04/2004
/s/ Kenneth J. Lohsen, Attorney-in-Fact 05/04/2004
/s/ Nigel Jeffrey Arkley & John Ivan Sutlic, Directors 05/04/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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.
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ATTACHMENT A

(1)      Includes (a) 961,093 shares of common stock, par value $0.001 per share
(the "Shares"), of Cytokinetics, Incorporated held directly by Credit Suisse
First Boston Private Equity, L.P. ("CSFB-EP"); (b) 268,650 Shares held directly
by Credit Suisse First Boston Private Equity (Bermuda), L.P. ("CSFB Bermuda");
(c) 62,120 Shares held directly by EMA Private Equity Fund 2000, L.P. ("EMA
Private"); (d) 46,862 Shares held directly by EMA Partners Fund 2000, L.P. ("EMA
Partners"); and (e) 855 Shares held directly by Credit Suisse First Boston U.S.
Executive Advisors, L.P. ("CSFB U.S.", and together with CSFB-EP, CSFB Bermuda,
EMA Private and EMA Partners, the "CSFB Funds").

(2)      These Shares are held directly by Wells Fargo Bank, N.A. as voting
trustee under a Voting Trust Agreement and includes (a) 1,266,803 Shares
transferred to the voting trust by CSFB-EP; (b) 354,104 Shares transferred to
the voting trust by CSFB Bermuda; (c) 81,880 Shares transferred to the voting
trust by EMA Private; (d) 61,769 Shares transferred to the voting trust by EMA
Partners; and (e) 1,127 Shares transferred to the voting trust by CSFB U.S.

(3)      In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this Form 4 is being filed by Credit Suisse First
Boston (the "Bank"), a Swiss bank, on behalf of itself and its subsidiaries, to
the extent that they constitute the Credit Suisse First Boston business unit
(the "CSFB business unit") excluding Asset Management (as defined below) (the
"Reporting Person"). The CSFB business unit is also comprised of an asset
management business principally conducted under the brand name Credit Suisse
Asset Management ("Asset Management"). The Reporting Person provides financial
advisory and capital raising services, sales and trading for users and suppliers
of capital around the world and invests in and manages private equity and
venture capital funds. Asset Management provides asset management and investment
advisory services to institutional, mutual fund and private investors worldwide.
The address of the Bank's principal business and office is Uetlibergstrasse 231,
P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Person's
principal business and office in the United States is Eleven Madison Avenue, New
York, New York 10010.

The CSFB Funds are the holders of the Shares. The principal business office of
each of the CSFB Funds is 11 Madison Avenue, New York, New York 10010.

Pursuant to investment advisory agreements with CSFB-EP, CSFB Bermuda and CSFB
U.S., Credit Suisse First Boston Advisory Partners, LLC, a Delaware limited
partnership ("CSFB Advisory"), makes all investment decisions for these three
CSFB Funds, including the decision to buy, sell or hold securities which
comprise the assets of each of these entities. In addition, EMA Partners and EMA
Private must invest in and dispose of its portfolio securities pro rata
simultaneously with CSFB-EP pursuant to EMA Partners' and EMA Private's limited
partnership agreements. Thus, CSFB Advisory may be deemed to be the beneficial
owner of the Shares owned by the CSFB Funds.



CSFB Advisory is a wholly-owned subsidiary of the Bank. The investment committee
of CSFB Advisory that oversees the investment decisions made for the CSFB Funds
includes the employees of the Private Equity Division ("Private Equity
Division") of the CSFB business unit. The Private Equity Division reports
directly to a board of directors of CSFB LP Holding ("CSFBLP"), a wholly-owned
subsidiary of Credit Suisse Group ("CSG"). Such board of directors is comprised
in part of executive officers of CSG; both CSG and CSFBLP are corporations
formed under the laws of Switzerland.

The ultimate parent company of the Bank is CSG. CSG is a global financial
services company with two distinct business units. In addition to the CSFB
business unit, CSG is comprised of the Credit Suisse Financial Services business
unit (the "Credit Suisse Financial Services business unit"), which offers
investment products, private banking and financial advisory services, including
insurance and pension solutions, for private and corporate clients in Europe and
other markets around the world. CSG's business address is Paradeplatz 8, P.O.
Box 1, CH 8070 Zurich, Switzerland.

CSG, for purposes of the federal securities laws, may be deemed ultimately to
control the Bank and the Reporting Person. CSG, its executive officers and
directors, and its direct and indirect subsidiaries (including Asset Management
and the Credit Suisse Financial Services business unit) may beneficially own the
Shares, and such Shares are not reported in this form. CSG disclaims beneficial
ownership of Shares beneficially owned by its direct and indirect subsidiaries,
including the Reporting Person. Each of Asset Management and the Credit Suisse
Financial Services business unit disclaims beneficial ownership of Shares
beneficially owned by the Reporting Person. The Reporting Person disclaims
beneficial ownership of Shares beneficially owned by CSG, Asset Management and
the Credit Suisse Financial Services business unit.

Hemisphere Private Equity Partners, Ltd., a Bermuda company ("Hemisphere"), is
the general partner of each of CSFB-EP, CSFB Bermuda and CSFB U.S. and, other
than the investment activities for which CSFB Advisory is responsible, manages
and controls the affairs of these three funds. Hemisphere is engaged in the
business of acting as general partner to collective investment vehicles
organized as limited partnerships. Hemisphere is controlled by Hemisphere
Private Equity Partners Charitable Trust, a Bermuda trust ("Hemisphere Trust"),
created for the purpose of acting as beneficial owner of Hemisphere. The
Hemisphere Trust Company Limited is the trustee of Hemisphere Trust and is an
indirect, wholly-owned subsidiary of Mutual Risk Management Ltd, a Bermuda
company limited by shares. Mutual Risk Management Ltd. is an international risk
management company and, to the extent it controls Hemisphere in its capacity as
trustee of Hemisphere Trust, is the ultimate parent company of Hemisphere.


                                                                    EXHIBIT 99.1


                         FORM 4 JOINT FILER INFORMATION



Name:                      Credit Suisse First Boston Equity Partners, L.P.

Address:                   11 Madison Avenue, New York, NY 10010

Designated Filer:          Credit Suisse First Boston

Issuer & Ticker Symbol:    Cytokinetics, Incorporated ("CYTK")

Date of Event
   Requiring Statement:    May 4, 2004





                                    CREDIT SUISSE FIRST BOSTON EQUITY
                                    PARTNERS, L.P.

                                    By:  Hemisphere Private Equity Partners,
                                         Ltd., its general partner


                                    /s/ Kenneth J. Lohsen
                                    --------------------------------------------
                                    Name:    Kenneth J. Lohsen
                                    Title:   Attorney-in-Fact


                                                                               1


                        JOINT FILER INFORMATION (CONT'D)



Name:                      Credit Suisse First Boston Equity Partners
                           (Bermuda), L.P.

Address:                   11 Madison Avenue, New York, NY 10010

Designated Filer:          Credit Suisse First Boston

Issuer & Ticker Symbol:    Cytokinetics, Incorporated ("CYTK")

Date of Event
   Requiring Statement:    May 4, 2004





                                    CREDIT SUISSE FIRST BOSTON EQUITY
                                    PARTNERS (BERMUDA), L.P.

                                    By:  Hemisphere Private Equity Partners,
                                         Ltd., its general partner


                                    /s/ Kenneth J. Lohsen
                                    --------------------------------------------
                                    Name:    Kenneth J. Lohsen
                                    Title:   Attorney-in-Fact


                                                                               2


                        JOINT FILER INFORMATION (CONT'D)



Name:                      EMA Private Equity Fund 2000, L.P.

Address:                   11 Madison Avenue, New York, NY 10010

Designated Filer:          Credit Suisse First Boston

Issuer & Ticker Symbol:    Cytokinetics, Incorporated ("CYTK")

Date of Event
   Requiring Statement:    May 4, 2004





                                    EMA PRIVATE EQUITY FUND 2000, L.P.

                                    By: Credit Suisse First Boston (Bermuda)
                                        Limited, its general partner


                                    /s/ Kenneth J. Lohsen
                                    --------------------------------------------
                                    Name:    Kenneth J. Lohsen
                                    Title:   Vice President


                                                                               3


                        JOINT FILER INFORMATION (CONT'D)



Name:                      EMA Partners Fund 2000, L.P.

Address:                   11 Madison Avenue, New York, NY 10010

Designated Filer:          Credit Suisse First Boston

Issuer & Ticker Symbol:    Cytokinetics, Incorporated ("CYTK")

Date of Event
   Requiring Statement:    May 4, 2004





                                    EMA PARTNERS FUND 2000, L.P.

                                    By: Credit Suisse First Boston (Bermuda)
                                        Limited, its general partner


                                    /s/ Kenneth J. Lohsen
                                    --------------------------------------------
                                    Name:    Kenneth J. Lohsen
                                    Title:   Vice President


                                                                               4


                        JOINT FILER INFORMATION (CONT'D)



Name:                      Credit Suisse First Boston U.S. Executive
                           Advisors, L.P.

Address:                   11 Madison Avenue, New York, NY 10010

Designated Filer:          Credit Suisse First Boston

Issuer & Ticker Symbol:    Cytokinetics, Incorporated ("CYTK")

Date of Event
   Requiring Statement:    May 4, 2004





                                    CREDIT SUISSE FIRST BOSTON U.S. EXECUTIVE
                                    ADVISORS, L.P.

                                    By:  Hemisphere Private Equity Partners,
                                         Ltd., its general partner


                                    /s/ Kenneth J. Lohsen
                                    --------------------------------------------
                                    Name:    Kenneth J. Lohsen
                                    Title:   Attorney-in-Fact


                                                                               5


                        JOINT FILER INFORMATION (CONT'D)



Name:                      Credit Suisse First Boston Advisory Partners, LLC

Address:                   11 Madison Avenue, New York, NY 10010

Designated Filer:          Credit Suisse First Boston

Issuer & Ticker Symbol:    Cytokinetics, Incorporated ("CYTK")

Date of Event
   Requiring Statement:    May 4, 2004



                                    CREDIT SUISSE FIRST BOSTON ADVISORY
                                    PARTNERS, LLC


                                    /s/ Kenneth J. Lohsen
                                    --------------------------------------------
                                    Name:    Kenneth J. Lohsen
                                    Title:   Controller


                                                                               6


                        JOINT FILER INFORMATION (CONT'D)



Name:                      Credit Suisse First Boston (Bermuda) Limited

Address:                   11 Madison Avenue, New York, NY 10010

Designated Filer:          Credit Suisse First Boston

Issuer & Ticker Symbol:    Cytokinetics, Incorporated ("CYTK")

Date of Event
   Requiring Statement:    May 4, 2004



                                    CREDIT SUISSE FIRST BOSTON (BERMUDA)
                                    LIMITED


                                    /s/ Kenneth J. Lohsen
                                    --------------------------------------------
                                    Name:    Kenneth J. Lohsen
                                    Title:   Vice President


                                                                               6


                        JOINT FILER INFORMATION (CONT'D)



Name:                      Hemisphere Private Equity Partners, Ltd.

Address:                   Hemisphere House, Nine Church Street, Hamilton HM11,
                           Hamilton, Bermuda

Designated Filer:          Credit Suisse First Boston

Issuer & Ticker Symbol:    Cytokinetics, Incorporated ("CYTK")

Date of Event
   Requiring Statement:    May 4, 2004



                                    HEMISPHERE PRIVATE EQUITY
                                    PARTNERS, LTD.


                                    /s/ Kenneth J. Lohsen
                                    --------------------------------------------
                                    Name:    Kenneth J. Lohsen
                                    Title:   Attorney-in-Fact


                                                                               7


                        JOINT FILER INFORMATION (CONT'D)



Name:                      Hemisphere Private Equity Partners Charitable Trust

Address:                   Hemisphere House, Nine Church Street, Hamilton HM11,
                           Hamilton, Bermuda

Designated Filer:          Credit Suisse First Boston

Issuer & Ticker Symbol:    Cytokinetics, Incorporated ("CYTK")

Date of Event
   Requiring Statement:    May 4, 2004



                                HEMISPHERE PRIVATE EQUITY PARTNERS
                                CHARITABLE TRUST

                                By:  Hemisphere Trust Company Limited in its
                                     capacity as trustee


                                /s/ Nigel Jeffrey Arkley & John Ivan Sutlic
                                --------------------------------------------
                                Name:    Nigel Jeffrey Arkley & John Ivan Sutlic
                                Title:   Directors


                                                                               9