Edgar Filing: CYTOKINETICS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sabry James H

2. Issuer Name and Ticker or Trading Symbol
CYTOKINETICS INC [CYTK]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

280 EAST GRAND AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2006

(Street)

SOUTH SAN FRANCISCO, CA 94080

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	04/03/2006		M		177	A	$ 0.58	177	D
Common Stock	04/03/2006		S⁽¹⁾		177	D	$ 7.65	0	D
Common Stock								210,000	I	by Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

500

11/14/2000⁽²⁾

11/14/2010

Common Stock

500

$ 0

63,087

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

400

11/14/2000⁽²⁾

11/14/2010

Common Stock

400

$ 0

62,687

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

100

11/14/2000⁽²⁾

11/14/2010

Common Stock

100

$ 0

62,587

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

280

11/14/2000⁽²⁾

11/14/2010

Common Stock

280

$ 0

62,307

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

200

11/14/2000⁽²⁾

11/14/2010

Common Stock

200

$ 0

62,107

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

300

11/14/2000⁽²⁾

11/14/2010

Common Stock

300

$ 0

61,807

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

500

11/14/2000⁽²⁾

11/14/2010

Common Stock

500

$ 0

61,307

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

200

11/14/2000⁽²⁾

11/14/2010

Common Stock

200

$ 0

61,107

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

500

11/14/2000⁽²⁾

11/14/2010

Common Stock

500

$ 0

60,607

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

320

11/14/2000⁽²⁾

11/14/2010

Common Stock

320

$ 0

60,287

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

1,100

11/14/2000⁽²⁾

11/14/2010

Common Stock

1,100

$ 0

59,187

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

100

11/14/2000⁽²⁾

11/14/2010

Common Stock

100

$ 0

59,087

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

500

11/14/2000⁽²⁾

11/14/2010

Common Stock

500

$ 0

58,587

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

1,700

11/14/2000⁽²⁾

11/14/2010

Common Stock

1,700

$ 0

56,887

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

123

11/14/2000⁽²⁾

11/14/2010

Common Stock

123

$ 0

56,764

Non-Qualified Stock Option (right to buy)

$ 0.58

04/03/2006

177

11/14/2000⁽²⁾

11/14/2010

Common Stock

177

$ 0

56,587

Incentive Stock Option (right to buy)

$ 0.58

09/28/1999⁽³⁾

09/28/2009

Common Stock

62,500

Incentive Stock Option (right to buy)

$ 0.58

11/14/2000⁽²⁾

11/14/2010

Common Stock

172,413

Incentive Stock Option (right to buy)

$ 1.2

07/10/2002⁽⁴⁾

07/10/2012

Common Stock

83,333

Incentive Stock Option (right to buy)

$ 1.2

05/21/2003⁽⁵⁾

05/21/2013

Common Stock

75,000

Incentive Stock Option (right to buy)

$ 6.5

04/08/2004⁽⁶⁾

03/08/2014

Common Stock

66,943

Incentive Stock Option (right to buy)

$ 6.59

04/11/2005⁽⁷⁾

04/11/2015

Common Stock

15,154

Incentive Stock Option (right to buy)

$ 7.15

03/01/2006⁽⁸⁾

03/01/2016

Common Stock

18,464

Non-Qualified Stock Option (right to buy)

$ 1.2

07/10/2002⁽⁴⁾

07/10/2012

Common Stock

216,667

Non-Qualified Stock Option (right to buy)

$ 6.5

04/08/2004⁽⁶⁾

03/08/2014

Common Stock

19,557

Non-Qualified Stock Option (right to buy)

$ 6.59

04/11/2005⁽⁷⁾

04/11/2015

Common Stock

69,846

Non-Qualified Stock Option (right to buy)

$ 7.15

03/01/2006⁽⁸⁾

03/01/2016

Common Stock

131,536

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sabry James H 280 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CA 94080	X		President and CEO

Signatures

James H. Sabry, M.D., Ph.D.		04/04/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 8, 2005.
(2)	When the ISO and NQ dated 11/14/00 are combined for a total grant of 250,000 shares, the option is immediately exercisable upon grant and shall vest as to 4,167 shares on 12/14/00 and the balance of 245,833 divided into equal monthly installments thereafter such that the option shall be 100% vested on 11/14/05.
(3)	This option is immediately exercisable upon grant and shall vest as to 15,625 shares on 05/01/99 and the balance of 46,875 divided into equal monthly installments thereafter such that the option shall be 100% vested on 05/01/02.
(4)	When the ISO and NQ dated 07/10/02 are combined for a total grant of 300,000 shares, the option is immediately exercisable upon grant and shall vest as to 5,000 shares on 04/15/02 and the balance of 295,000 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/15/07.
(5)	This option is immediately exercisable upon grant and shall vest as to 1,563 shares on 04/01/03 and the balance of 73,437 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/07.
(6)	When the ISO and NQ dated 03/08/04 are combined for a total grant of 86,500 shares, the option shall vest and become exercisable as to 1,802 shares on 04/08/04 and the balance of 84,698 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/08/08.
(7)	When the ISO and NQ dated 04/11/05 are combined for a total grant of 85,000 shares, the option shall vest and become exercisable as to 85,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2009.
(8)	When the ISO and NQ dated 03/01/2006 are combined for a total grant of 150,000 shares, the option shall vest and become exercisable as to 150,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2010.

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