CYTOKINETICS INC — Director's Dealing 2010

May 28, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CYTOKINETICS INC (CYTK)
CIK: 0001061983
Period of Report: 2010-05-27

Reporting Person: SCHMERTZLER MICHAEL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-27	Common Stock, par value $0.001	S	57608	$3.00	Disposed	4346305	Indirect

Footnotes

F1: Represents the average per share sale price.

F2: The post transaction share total of 4,346,305 is represented by the following: (a) 3,235,685 shares of Common Stock held by Credit Suisse First Boston Equity Partners, L.P.; (b) 904,358 shares of Common Stock held by Credit Suisse First Boston Equity Partners (Bermuda), L.P.; (c) 2,878 shares of Common Stock held by Credit Suisse First Boston U.S. Executive Advisors, L.P.; (d) 87,605 shares of Common Stock held by EMA Partners Fund 2000, L.P.; and (e) 116,126 shares of Common Stock held by EMA Private Equity Fund 2000, L.P. Such amounts include shares of Common Stock issuable upon exercise of warrants previously reported in May 2009. Mr. Schmertzler is a Managing Director of Aries Advisors, LLC, the sub-advisor to Credit Suisse First Boston Equity Partners, L.P. Mr. Schmertzler disclaims beneficial ownership of the shares held by entities affiliated with Credit Suisse except to the extent of his proportionate partnership or membership interest, if any, therein.