Sec Form 4 Filing - Cragg David @ CYTOKINETICS INC - 2020-12-15

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 Cragg David 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) SVP Human Resources (Last) (First) (Middle) 280 EAST GRAND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2020 (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 12/15/2020 M 7,423 A $ 9.42 147,639 ( 1 ) D Common Stock 12/15/2020 F( 2 ) 4,745 D $ 21 142,894 ( 1 ) D Common Stock 12/15/2020 M 9,243 A $ 9.42 152,137 ( 1 ) D Common Stock 12/15/2020 F( 2 ) 5,908 D $ 21 146,229 ( 1 ) 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) $ 9.42 12/15/2020 C( 3 ) 7,423 03/31/2011 02/28/2021 Common Stock 7,423 $ 0 1 ( 4 ) D Non-Qualified Stock Option (right to buy) $ 9.42 12/15/2020 C( 3 ) 7,423 03/31/2011 02/28/2021 Common Stock 7,423 $ 0 16,666 D Non-Qualified Stock Option (right to buy) $ 9.42 12/15/2020 M 7,423 03/31/2011 02/28/2021 Common Stock 7,423 $ 0 9,243 D Non-Qualified Stock Option (right to buy) $ 9.42 12/15/2020 M 9,243 03/31/2011 02/28/2021 Common Stock 9,243 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cragg David 280 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CA94080 SVP Human Resources Signatures By: Robert Wong For: David Cragg 12/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes up to 13,132 shares of common stock purchased pursuant to the Cytokinetics, Incorporated Employee Stock Purchase Plan. ( 2 )Transaction represents a "net exercise" of 9,243 outstanding non-qualified stock options granted on 2/28/2011 and 7,423 outstanding non-qualified stock options that result from the conversion on 12/15/20 of incentive stock options granted on 2/28/2011. The Reporting Person received 6,013 shares of Common Stock on the net exercise of a stock options to purchase an aggregate of 16,666 shares of Common Stock, with a remaining payable by Reporting Person to the Issuer of $17.45. The Issuer withheld 10,653 shares of Common Stock underlying the stock options for payment of the exercise price and tax withholding using a stock price on 12/15/20 of $21.00. In addition to the withholding of 10,653 shares of Common Stock, the Reporting Person will pay $17.45 in cash to the Issuer for the remainder of his exercise price and tax liability. ( 3 )Incentive stock options granted on 2/28/2011 to purchase 7,423 shares at an exercise price of $9.42 per share converted to non-qualified stock options to purchase 7,423 shares at an exercise price of $9.42 per share as a result of a modification to the original grant to permit a "net exercise" of the stock options. Conversion transaction is permitted pursuant to the Issuer's Amended and Restated 2004 Equity Incentive Plan and the prior resolution of the Issuer's Compensation and Talent Committee of the Board of Directors. ( 4 )Number of derivative securities beneficially owned following reported transaction is zero (0). The 1 security that is reported is the result of rounding of shares attributable to Issuer?s reverse stock split that occurred on 6/25/2013.

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 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).

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