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^*

MORGAN PHILIP W

(Last)

(First)

(Middle)

1 NORTHUMBERLAND AVENUE,

TRAFALGAR SQUARE

(Street)

LONDON

WC2N 5BW

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cyberkinetics Neurotechnology Systems, Inc. [ CYKN.OB ]

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)
11/04/2004

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	11/04/2004		P		104,000	A	$3	2,104,000	I	See⁽¹⁾

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)
Common Stock Warrant (Right to Purchase)	$6	11/04/2004		P		34,320		11/04/2004	11/04/2009	Common Stock	34,320	$0⁽²⁾	34,320	I	See⁽³⁾

Explanation of Responses:

1. Includes 1,125,000 shares already held, and 58,500 shares acquired in the reported transaction by The Global Life Science Ventures Funds II GmbH & Co. KG, and 875,000 shares already held, and 45,500 shares acquired in the reported transaction by The Global Life Science Ventures Fund II, L.P. Mr. Morgan, a director of the issuer, is (i) a director of Global Life Science (GP) Limited, general partner of The Global Life Science Ventures Fund II, L.P. and (ii) a member of the Managing Board of The GSLV Special Partner, GmbH & Co. KG, special partner of The Global Life Science Ventures Funds II, GmbH & Co. KG. Mr. Morgan disclaims beneficial ownership of all shares issued or issuable to the foregoing entities, except to the extent of his proportionate pecuniary interest, but exercises shared voting and investment power with respect to some of these shares.

2. The warrants were issued in connection with a private financing. No value was attributed to the warrants in the financing, and none can be determined at this time.

3. Includes warrants to purchase 19,305 shares acquired in the reported transaction by The Global Life Science Ventures Funds II GmbH & Co. KG, and warrants to purchase 15,015 shares acquired in the reported transaction by The Global Life Science Ventures Fund II, L.P. Mr. Morgan, a director of the issuer, is (i) a director of Global Life Science (GP) Limited, general partner of The Global Life Science Ventures Fund II, L.P. and (ii) a member of the Managing Board of The GSLV Special Partner, GmbH & Co. KG, special partner of The Global Life Science Ventures Funds II, GmbH & Co. KG. Mr. Morgan disclaims beneficial ownership of all shares issued or issuable to the foregoing entities, except to the extent of his proportionate pecuniary interest, but may exercise shared voting and investment power with respect to some of these warrant shares upon exercise.

	/s/ Philip W. Morgan	11/08/2004
	** Signature of Reporting Person	Date
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