Sec Form 4 Filing - MORGANS DAVID J JR @ CYTOKINETICS INC - 2011-02-28

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 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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1. Name and Address of Reporting Person MORGANS DAVID J JR 2. Issuer Name and Ticker or Trading Symbol CYTOKINETICS INC [ CYTK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP-Preclinical R&D (Last) (First) (Middle) 280 EAST GRAND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2011 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 42,000 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Incentive Stock Option (right to buy) $ 1.57 02/28/2011 A 51,043 03/31/2011( 1 ) 02/28/2021 Common Stock 51,043 $ 0 51,043 D Non-Qualified Stock Option (right to buy) $ 1.57 02/28/2011 A 123,957 03/31/2011( 1 ) 02/28/2021 Common Stock 123,957 $ 0 123,957 D Incentive Stock Option (right to buy) $ 1.85 03/26/2009( 2 ) 02/26/2019 Common Stock 43,751 43,751 D Incentive Stock Option (right to buy) $ 3.08 03/24/2010( 3 ) 02/24/2020 Common Stock 37,442 37,442 D Incentive Stock Option (right to buy) $ 3.37 03/29/2008( 4 ) 02/28/2018 Common Stock 27,714 27,714 D Incentive Stock Option (right to buy) $ 6.5 04/08/2004( 5 ) 03/08/2014 Common Stock 34,000 34,000 D Incentive Stock Option (right to buy) $ 6.59 04/11/2005( 6 ) 04/11/2015 Common Stock 35,995 35,995 D Incentive Stock Option (right to buy) $ 6.81 04/01/2007( 7 ) 03/14/2017 Common Stock 14,810 14,810 D Incentive Stock Option (right to buy) $ 7.15 03/01/2006( 8 ) 03/01/2016 Common Stock 15,388 15,388 D Non-Qualified Stock Option (right to buy) $ 1.85 03/26/2009( 2 ) 02/26/2019 Common Stock 106,249 106,249 D Non-Qualified Stock Option (right to buy) $ 3.08 03/24/2010( 3 ) 02/24/2020 Common Stock 97,558 97,558 D Non-Qualified Stock Option (right to buy) $ 3.37 03/29/2008( 4 ) 02/28/2018 Common Stock 122,286 122,286 D Non-Qualified Stock Option (right to buy) $ 6.59 04/11/2005( 6 ) 04/11/2015 Common Stock 14,005 14,005 D Non-Qualified Stock Option (right to buy) $ 6.81 04/01/2007( 7 ) 03/14/2017 Common Stock 50,190 50,190 D Non-Qualified Stock Option (right to buy) $ 7.15 03/01/2006( 8 ) 03/01/2016 Common Stock 44,612 44,612 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MORGANS DAVID J JR 280 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CA94080 EVP-Preclinical R&D Signatures David J. Morgans, Jr. Ph.D. 03/01/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )When the ISO and NQ dated 02/28/2011 are combined for a total grant of 175,000 shares, the option shall vest and become exercisable as to 3,645 shares on 03/31/2011 and the balance of 171,355 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/28/2015. ( 2 )When the ISO and NQ dated 02/26/2009 are combined for a total grant of 150,000 shares, the option shall vest and become exercisable as to 3,125 shares on 03/26/09 and the balance of 146,875 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/26/13. ( 3 )When the ISO and NQ dated 02/24/2010 are combined for a total grant of 135,000 shares, the option shall vest and become exercisable as to 2,812 shares on 03/24/2010 and the balance of 132,188 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/24/2014. ( 4 )When the ISO and NQ dated 02/29/2008 are combined for a total grant of 150,000 shares, the option shall vest and become exercisable as to 3,125 shares on 03/29/08 and the balance of 146,875 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/29/12. ( 5 )This option shall vest and become exercisable as to 708 shares on 04/08/04 and the balance of 33,292 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/08/08. ( 6 )When the ISO and NQ dated 04/11/05 are combined for a total grant of 50,000 shares, the option shall vest and become exercisable as to 50,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2009. ( 7 )When the ISO and NQ dated 03/14/2007 are combined for a total grant of 65,000 shares, the option shall vest and become exercisable as to 1,354 shares on 04/01/07 and the balance of 63,646 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/11. ( 8 )When the ISO and NQ dated 03/01/2006 are combined for a total grant of 60,000 shares, the option shall vest and become exercisable as to 60,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2010.

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