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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: |
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Washington, D.C. 20549 |
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Estimated average burden hours per response. . 11 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CYTOKINETICS INCORPORATED
(Name of Issuer)
Common Stock
(Title of Class of Securities)
23282W100
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. 24823Q107 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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(1) Directly owned by Vulcan Ventures Incorporated Paul G. Allen is the sole shareholder of Vulcan Ventures Incorporated and may be deemed to have shared voting and dispositive power with respect to these shares.
(2) This percentage is based on 28,498,230 shares of common stock outstanding as of February 28, 2005 as reported on the Issuers Proxy Statement filed with the SEC on April 6, 2005. Beneficial ownership is calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934.
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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(1) Directly owned by Vulcan Ventures Incorporated Paul G. Allen is the sole shareholder of Vulcan Ventures Incorporated and may be deemed to have shared voting and dispositive power with respect to these shares.
(2) This percentage is based on 28,498,230 shares of common stock outstanding as of February 28, 2005 as reported on the Issuers Proxy Statement filed with the SEC on April 6, 2005. Beneficial ownership is calculated in accordance with Rule 13d 3 promulgated under the Securities Exchange Act of 1934.
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Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices |
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Item 2. |
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(a) |
Name
of Person Filing |
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(b) |
Address
of Principal Business Office or, if none, Residence 505
Union Station, Suite 900 |
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(c) |
Citizenship |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Not applicable. |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount
beneficially owned: |
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(b) |
Percent
of class: |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole
power to vote or to direct the vote |
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(ii) |
Shared
power to vote or to direct the vote
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(iii) |
Sole
power to dispose or to direct the disposition of |
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(iv) |
Shared
power to dispose or to direct the disposition of |
(1) The shares are owned directly by Vulcan Ventures Incorporated and beneficially by Paul G. Allen, the sole shareholder of Vulcan Ventures Incorporated Vulcan Ventures Incorporated and Mr. Allen may be deemed to have shared voting and dispositive power with respect to these shares.
(2) This percentage is based on 28,498,230 shares of common stock outstanding as of February 28, 2005 as reported on the Issuers Proxy Statement filed with the SEC on April 6, 2005. Beneficial ownership is calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934.
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
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Item 10. |
Certification |
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Not applicable. |
5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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VULCAN VENTURES INCORPORATED |
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May , 2005 |
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By: |
/s/ W. Lance Conn |
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Name and Title: |
W. Lance Conn, Executive Vice President |
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May , 2005 |
/s/ W. Lance Conn |
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Paul G. Allen |
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*By: |
/s/ W. Lance Conn |
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Name: |
/s/ W. Lance Conn |
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Attorney-in Fact for Paul G. Allen |
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EXHIBIT 99.1
Joint Filing Agreement
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto by either or both of us will be filed, on behalf of each of us.
Dated: May , 2005 |
VULCAN VENTURES INCORPORATED |
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By: |
/s/ W. Lance Conn |
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Name and Title: |
/s/ W. Lance Conn, Executive Vice President |
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Dated: May , 2005 |
/s/ W. Lance Conn |
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Paul G. Allen |
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*By: |
/s/ W. Lance Conn |
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Name: |
/s/ W. Lance Conn |
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Attorney-in Fact for Paul G. Allen |
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