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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HENDERSON JOHN T
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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

280 EAST GRAND AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/19/2020
(Street)

SOUTH SAN FRANCISCO, CA 94080
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/19/2020  M  3333 A$16.86 3583 D  
Common Stock 5/19/2020  F(1)  2684 D$20.93 899 D  
Common Stock         83 I by Spouse 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy) $16.86 5/19/2020  M     3333  6/20/2010 5/20/2020 Common Stock 3333 $20.93 0 D  

Explanation of Responses:
(1) Represents a "net exercise" of an outstanding stock option. The Reporting Person received 649 shares of Common Stock on the net exercise of a stock option to purchase 3,333 shares of Common Stock. The Issuer withheld 2,684 shares of Common Stock underlying the stock option for payment of the exercise price using a stock price on May 19, 2020 of $20.93. In addition to the withholding of 2,684 shares of Common Stock, the Reporting Person has paid $18.26 in cash to the Issuer for the remainder of his exercise price liability.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HENDERSON JOHN T
280 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080
X



Signatures
By: John Faurescu, Esquire For: John T. Henderson5/20/2020
**Signature of Reporting PersonDate

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