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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SCHMERTZLER MICHAEL

(Last)

(First)

(Middle)

C/O CREDIT SUISSE FIRST BOSTON

ELEVEN MADISON AVENUE

(Street)

NEW YORK

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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2004

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	04/29/2004		C		1,446,899⁽¹⁾	A	$12	1,446,899	I	Shares held by Credit Suisse First Boston Equity Partners, L.P.⁽²⁾
Common Stock	04/29/2004		C		780,996⁽¹⁾	A	$12	2,227,895	I	Shares held by Credit Suisse First Boston Equity Partners, L.P.⁽²⁾
Common Stock	04/29/2004		C		404,445⁽¹⁾	A	$12	2,632,340	I	Shares held by Credit Suisse First Boston Equity Partners (Bermuda), L.P.⁽²⁾
Common Stock	04/29/2004		C		218,308⁽¹⁾	A	$12	2,850,648	I	Shares held by Credit Suisse First Boston Equity Partners (Bermuda), L.P.⁽²⁾
Common Stock	04/29/2004		C		1,287⁽¹⁾	A	$12	2,851,935	I	Shares held by Credit Suisse First Boston U.S. Executive Advisors, L.P.⁽²⁾
Common Stock	04/29/2004		C		695⁽¹⁾	A	$12	2,852,630	I	Shares held by Credit Suisse First Boston U.S. Executive Advisors, L.P.⁽²⁾
Common Stock	04/29/2004		C		144,000⁽¹⁾	A	$12	2,996,630	I	Shares held by EMA Private Equity Fund 2000, L.P.⁽²⁾
Common Stock	04/29/2004		C		108,631⁽¹⁾	A	$12	3,105,261	I	Shares held by EMA Partners Fund 2000, L.P.⁽²⁾

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)
Series C Preferred Stock	$0.5⁽³⁾	04/29/2004		C			1,446,899	04/29/2004	04/29/2004	Common Stock	1,446,899	$12	1,446,899	I	Shares held by Credit Suisse First Boston Equity Partners, L.P.⁽²⁾
Series E Preferred Stock	$0.5⁽³⁾	04/29/2004		C			780,996	04/29/2004	04/29/2004	Common Stock	780,996	$12	2,227,895	I	Shares held by Credit Suisse First Boston Equity Partners, L.P.⁽²⁾
Series C Preferred Stock	$0.5⁽³⁾	04/29/2004		C			404,445	04/29/2004	04/29/2004	Common Stock	404,445	$12	2,632,340	I	Shares held by Credit Suisse First Boston Equity Partners (Bermuda), L.P.⁽²⁾
Series E Preferred Stock	$0.5⁽³⁾	04/29/2004		C			218,308	04/29/2004	04/29/2004	Common Stock	218,308	$12	2,850,648	I	Shares held by Credit Suisse First Boston Equity Partners (Bermuda), L.P.⁽²⁾
Series C Preferred Stock	$0.5⁽³⁾	04/29/2004		C			1,287	04/29/2004	04/29/2004	Common Stock	1,287	$12	2,851,935	I	Shares held by Credit Suisse First Boston U.S. Executive Advisors, L.P.⁽²⁾
Series E Preferred Stock	$0.5⁽³⁾	04/29/2004		C			695	04/29/2004	04/29/2004	Common Stock	695	$12	2,852,630	I	Shares held by Credit Suisse First Boston U.S. Executive Advisors, L.P.⁽²⁾
Series C Preferred Stock	$0.5⁽³⁾	04/29/2004		C			144,000	04/29/2004	04/29/2004	Common Stock	144,000	$12	2,996,630	I	Shares held by EMA Private Equity Fund 2000, L.P.⁽²⁾
Series C Preferred Stock	$0.5⁽³⁾	04/29/2004		C			108,631	04/29/2004	04/29/2004	Common Stock	108,631	$12	3,105,261	I	Shares held by EMA Partners Fund 2000, L.P.⁽²⁾

Explanation of Responses:

1. Reflects conversion of Preferred Stock into Common Stock effective upon the Company's initial public offering, April 29, 2004.

2. Mr. Schmertzler, one of the Company's Directors, is Managing Director of Aries Advisors, LLC, sub-advisors to Credit Suisse First Boston Equity Partners. Although Mr. Schmertzler shares voting and investment control over these shares held by the entities, he dislaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Reflects 1-for-2 reverse stock split which became effective on April 26, 2004.

	/s/ James H. Sabry, by power of attorney	05/03/2004
	** 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.