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 *
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 (Month/Day/Year)
02/28/2011
(Street)

SOUTH SAN FRANCISCO, CA 94080		 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               12,725 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Incentive Stock Option (right to buy) $ 1.57 02/28/2011   A   44,547   03/31/2011(1) 02/28/2021 Common Stock 44,547 $ 0 44,547 D  
Non-Qualified Stock Option (right to buy) $ 1.57 02/28/2011   A   55,453   03/31/2011(1) 02/28/2021 Common Stock 55,453 $ 0 55,453 D  
Incentive Stock Option (right to buy) $ 1.85             03/26/2009(2) 02/26/2019 Common Stock 35,466   35,466 D  
Incentive Stock Option (right to buy) $ 3.08             03/24/2010(3) 02/24/2020 Common Stock 42,762   42,762 D  
Incentive Stock Option (right to buy) $ 3.37             03/29/2008(4) 02/28/2018 Common Stock 20,418   20,418 D  
Incentive Stock Option (right to buy) $ 6.81             04/01/2007(5) 03/14/2017 Common Stock 15,184   15,184 D  
Incentive Stock Option (right to buy) $ 7.15             03/01/2006(6) 03/01/2016 Common Stock 12,046   12,046 D  
Incentive Stock Option (right to buy) $ 9.52             02/01/2006(7) 02/14/2015 Common Stock 34,846   34,846 D  
Non-Qualified Stock Option (right to buy) $ 1.85             03/26/2009(2) 02/26/2019 Common Stock 49,534   49,534 D  
Non-Qualified Stock Option (right to buy) $ 3.08             03/24/2010(3) 02/24/2020 Common Stock 47,238   47,238 D  
Non-Qualified Stock Option (right to buy) $ 3.37             03/29/2008(4) 02/28/2018 Common Stock 49,582   49,582 D  
Non-Qualified Stock Option (right to buy) $ 6.81             04/01/2007(5) 03/14/2017 Common Stock 34,816   34,816 D  
Non-Qualified Stock Option (right to buy) $ 7.15             03/01/2006(6) 03/01/2016 Common Stock 27,954   27,954 D  
Non-Qualified Stock Option (right to buy) $ 9.52             02/01/2006(7) 02/14/2015 Common Stock 45,154   45,154 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cragg David
280 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080		       SVP Human Resources  

Signatures

 David W. Cragg   03/01/2011
**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) When the ISO and NQ dated 02/28/2011 are combined for a total grant of 100,000 shares, the option shall vest and become exercisable as to 2,083 shares on 03/31/2011 and the balance of 97,917 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 85,000 shares, the option shall vest and become exercisable as to 1,770 shares on 03/26/09 and the balance of 83,230 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 90,000 shares, the option shall vest and become exercisable as to 1,875 shares on 03/24/2010 and the balance of 88,125 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 70,000 shares, the option shall vest and become exercisable as to 1,458 shares on 03/29/08 and the balance of 68,542 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/29/12.
(5) When the ISO and NQ dated 03/14/2007 are combined for a total grant of 50,000 shares, the option shall vest and become exercisable as to 1,042 shares on 04/01/07 and the balance of 48,958 divided into equal monthly installments thereafter such that the option shall be 100% vested on 03/01/11.
(6) When the ISO and NQ dated 03/01/2006 are combined for a total grant of 40,000 shares, the option shall vest and become exercisable as to 40,000 shares divided into equal monthly installments such that the option shall be 100% vested on 03/01/2010.
(7) When the ISO and NQ dated 02/14/05 are combined for a total grant of 80,000 shares, the option shall vest and become exercisable as to 20,000 shares on 02/01/06 and the balance of 60,000 divided into equal monthly installments thereafter such that the option shall be 100% vested on 02/01/09.

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