CYTOKINETICS INC — Director's Dealing 2012

Sep 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CYTOKINETICS INC (CYTK)
CIK: 0001061983
Period of Report: 2012-09-04

Reporting Person: Blum Robert I (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-04	Common Stock	M	175000	—	Acquired	193416	Direct
2012-09-04	Common Stock	F	64105	$0.7598	Disposed	129311	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-04	Restricted Stock Units	$	M	175000	Disposed		Common Stock (175000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12500	Indirect
Common Stock	12500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (right to buy)	$0.58	2010-11-14	Common Stock (12)	12	Direct
Incentive Stock Option (right to buy)	$1.05	2022-03-05	Common Stock (92212)	92212	Direct
Incentive Stock Option (right to buy)	$1.2	2012-07-10	Common Stock (18833)	18833	Direct
Incentive Stock Option (right to buy)	$1.2	2013-05-21	Common Stock (32500)	32500	Direct
Incentive Stock Option (right to buy)	$1.57	2021-02-28	Common Stock (62459)	62459	Direct
Incentive Stock Option (right to buy)	$1.85	2019-02-26	Common Stock (50333)	50333	Direct
Incentive Stock Option (right to buy)	$2	2013-12-18	Common Stock (27500)	27500	Direct
Incentive Stock Option (right to buy)	$3.08	2020-02-24	Common Stock (36834)	36834	Direct
Incentive Stock Option (right to buy)	$3.37	2018-02-28	Common Stock (8334)	8334	Direct
Incentive Stock Option (right to buy)	$6.59	2015-04-11	Common Stock (45000)	45000	Direct
Incentive Stock Option (right to buy)	$6.81	2017-03-14	Common Stock (22806)	22806	Direct
Incentive Stock Option (right to buy)	$7.15	2016-03-01	Common Stock (28494)	28494	Direct
Non-Qualified Stock Option (right to buy)	$1.05	2022-03-05	Common Stock (357788)	357788	Direct
Non-Qualified Stock Option (right to buy)	$1.2	2012-07-10	Common Stock (12264)	12264	Direct
Non-Qualified Stock Option (right to buy)	$1.57	2021-02-28	Common Stock (437541)	437541	Direct
Non-Qualified Stock Option (right to buy)	$1.85	2019-02-26	Common Stock (224667)	224667	Direct
Non-Qualified Stock Option (right to buy)	$2	2013-12-18	Common Stock (48692)	48692	Direct
Non-Qualified Stock Option (right to buy)	$3.08	2020-02-24	Common Stock (233166)	233166	Direct
Non-Qualified Stock Option (right to buy)	$3.37	2018-02-28	Common Stock (191666)	191666	Direct
Non-Qualified Stock Option (right to buy)	$6.81	2017-03-14	Common Stock (227194)	227194	Direct
Non-Qualified Stock Option (right to buy)	$7.15	2016-03-01	Common Stock (71506)	71506	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of CYTK common stock at a purchase price of $0.001 per share which is the current par value of the common stock.

F2: Shares withheld by Issuer to cover taxes associated with settlement of Restricted Stock Units

F3: Shares held by The Bridget Blum 2003 Irrevocable Trust.

F4: Shares held by The Brittany Blum 2003 Irrevocable Trust.

F5: The restricted stock units vest in two equal annual installments. Vested shares will be delivered to the reporting person on 9/4/2012 and 9/3/2013.

F6: This option is immediately exercisable upon grant and shall vest as to 25,000 shares on 11/14/00 and the balance of 87,500 divided into equal monthly installments thereafter such that the option shall be 100% vested on 11/14/05.

F7: When the ISO and NQ dated 03/05/2012 are combined for a total grant of 450,000 shares, the option shall vest and become exercisable as to 9,375 shares on 04/05/2012 and the balance of 440,625 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/05/2016.

F8: When the ISO and NQ dated 07/10/02 are combined for a total grant of 150,000 shares, the option is immediately exercisable upon grant and shall vest as to 2,500 shares on 04/15/02 and the balance of 147,500 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/15/07.

F9: This option is immediately exercisable upon grant and shall vest as to 781 shares on 04/01/03 and the balance of 36,719 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/07.

F10: When the ISO and NQ dated 02/28/2011 are combined for a total grant of 500,000 shares, the option shall vest and become exercisable as to 10,416 shares on 03/31/2011 and the balance of 489,584 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/28/2015.

F11: When the ISO and NQ dated 02/26/2009 are combined for a total grant of 275,000 shares, the option shall vest and become exercisable as to 5,729 shares on 03/26/09 and the balance of 269,271 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/26/13.

F12: When the ISO and NQ dated 12/18/03 are combined for a total grant of 141,925 shares, the option is immediately exercisable upon grant and shall vest as to 2,365 shares on 01/18/04 and the balance of 139,560 divided into equal monthly installments thereafter such that the option shall be 100% vested on 12/18/08.

F13: When the ISO and NQ dated 02/24/2010 are combined for a total grant of 270,000 shares, the option shall vest and become exercisable as to 5,625 shares on 03/24/2010 and the balance of 264,375 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/24/2014.

F14: When the ISO and NQ dated 02/29/2008 are combined for a total grant of 200,000 shares, the option shall vest and become exercisable as to 4,166 shares on 03/29/08 and the balance of 195,834 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/29/12.

F15: This option shall vest and become exercisable as to 45,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2009.

F16: When the ISO and NQ dated 03/14/2007 are combined for a total grant of 250,000 shares, the option shall vest and become exercisable as to 5,208 shares on 04/01/07 and the balance of 244,792 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/11.

F17: When the ISO and NQ dated 03/01/2006 are combined for a total grant of 100,000 shares, the option shall vest and become exercisable as to 100,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2010.