SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

STUART LEWIS J

(Last)

(First)

(Middle)

3172 PORTER DRIVE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2007

3. Issuer Name and Ticker or Trading Symbol
CV THERAPEUTICS INC [ CVTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share (	2,338.414	I	By 401(k)⁽¹⁾
Common Stock	7,503⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Nonstatutory Stock Option (right to buy)	⁽³⁾	06/23/2013	Common Stock	115,000	$30	D
Nonstatutory Stock Option (right to buy)	⁽³⁾	12/17/2003	Common Stock	10,000	$13.38	D
Nonstatutory Stock Option (right to buy)	⁽³⁾	12/05/2015	Common Stock	8,100	$24.94	D
Nonstatutory Stock Option (right to buy)	⁽³⁾	12/11/2016	Common Stock	8,100	$13.33	D
Restricted Stock Units	01/03/2007⁽⁴⁾	01/03/2009	Common Stock	6,750	⁽⁷⁾	D
Restricted Stock Units	12/05/2006⁽⁵⁾	12/05/2009	Common Stock	8,100	⁽⁷⁾	D
Restricted Stock Units	12/11/2007⁽⁶⁾	12/11/2010	Common Stock	10,800	⁽⁷⁾	D

Explanation of Responses:

1. Shares held in the Reporting Person's name by the Issuer's 401(k) plan.

2. Includes 2,497 shares acquired pursuant to the CV Therapeutics, Inc. Employee Stock Purchase Plan ("ESPP").

3. The option was fully vested on June 1, 2007.

4. 1/48th of the restricted stock units shall vest in equal monthly installments on the last day of each calendar month following the January 3, 2005 date of grant (rounding up to the nearest whole restricted stock unit), assuming continued service relationship, such that 100% of the restricted stock units are vested on January 3, 2009, subject to accelerated vesting upon the attainment of certain performance targets. Distribution of vested shares of common stock will occur on the two (2)-year, three (3)-year and four (4)-year anniversaries of the January 3, 2005 date of grant, without regard to whether the Reporting Person is employed on such distribution date.

5. 1/48th of the restricted stock units shall vest on the 5th day of each calendar month following the December 5, 2005 date of grant (rounding up to the nearest whole restricted stock unit), assuming continued service relationship, such that 100% of the restricted stock units are vested on December 5, 2009; shares of common stock subject to any restricted stock units that vest will be paid to the Reporting Person in whole shares of common stock on each of the twelve (12), twenty-four (24), thirty-six (36) and forty-eight (48) month anniversaries of the December 5, 2005 date of grant, without regard to whether the Reporting Person is employed on such distribution date.

6. 1/48th of the restricted stock units shall vest on the 11th day of each calendar month following the December 11, 2006 date of grant (rounding up to the nearest whole restricted stock unit), assuming continued service relationship, such that 100% of the restricted stock units are vested on December 11, 2010; shares of common stock subject to any restricted stock units that vest will be paid to the Reporting Person in whole shares of common stock on each of the twelve (12), twenty-four (24), thirty-six (36) and forty-eight (48) month anniversaries of the December 11, 2006 date of grant, without regard to whether the Reporting Person is employed on such distribution date.

7. Upon payout, the Reporting Person is entitled to receive one (1) share of common stock for each one (1) restricted stock unit.

	/s/ Lewis J. Stuart	07/16/2007
	** 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 5 (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.