Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SCHMERTZLER MICHAEL
   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)
C/O CREDIT SUISSE, 11 MADISON AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
05/21/2009
(Street)

NEW YORK, NY 10010		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/21/2009   P   1,522,840 (1) A $ 1.97 5,389,208 (2) I Indirect (1) (2)

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Warrants $ 2.75 05/21/2009   P   761,420 (3)   05/21/2009 11/21/2011 Common Stock 761,420 (3) $ 0 (3) 761,420 (3) I Indirect (3)
Stock Option (right to buy) $ 1.85 05/21/2009   A   15,000 (4)   05/21/2009 05/21/2019 Common Stock 15,000 (4) $ 0 (4) 15,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCHMERTZLER MICHAEL
C/O CREDIT SUISSE
11 MADISON AVENUE
NEW YORK, NY 10010		   X      

Signatures

 /s/Michael Schmertzler   05/22/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents: (a) 1, 189, 333 shares of Common Stock held by Credit Suisse First Boston Equity Partners, L.P.; (b) 332,449 shares of Common Stock held by Credit Suisse First Boston Equity Partners (Bermuda), L.P.; and (c) 1,058 shares of Common Stock held by Credit Suisse First Boston U.S. Executive Advisors, L.P. 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.
(2) The post transaction share total of 5,389,208 is represented by the following: (a) 4,011,649 shares of Common Stock held by Credit Suisse First Boston Equity Partners, L.P.; (b) 1,121,358 shares of Common Stock held by Credit Suisse First Boston Equity Partners (Bermuda), L.P.; (c) 3,569 shares of Common Stock held by Credit Suisse First Boston U.S. Executive Advisors, L.P.; (d) 108,632 shares of Common Stock held by EMA Partners Fund 2000, L.P.; and (e) 144,000 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 described in Table II. 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.
(3) Represents: (a) 594,667 shares of Common Stock underlying warrants issued to Credit Suisse First Boston Equity Partners, L.P. that are exercisable within 60 days; (b) 166,224 shares of Common Stock underlying warrants issued to Credit Suisse First Boston Equity Partners (Bermuda), L.P. that are exercisable within 60 days; and (c) 529 shares of Common Stock underlying warrants issued to Credit Suisse First Boston U.S. Executive Advisors, L.P. that are exercisable within 60 days. 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.
(4) The options vest in twelve equal monthly installments and shall be 100% vested on May 21, 2010.

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