SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)
Cytokinetics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
| 23282W 10 0 (CUSIP Number) |
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| 1 | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 13G | ||||
| CUSIP No. 23282W 10 0 | Page 2 of 16 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield IX, a Delaware limited partnership |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
1,781,358 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
1,781,358 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,781,358 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
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| 11. | Percent of Class Represented by Amount in Row (9)
6.2% |
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| 12. | Type of Reporting Person
PN |
| 13G | ||||
| CUSIP No. 23282W 10 0 | Page 3 of 16 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield IX Management, L.L.C., a Delaware limited liability company |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
1,875,113 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
1,875,113 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,875,113 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
6.5% |
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| 12. | Type of Reporting Person
OO |
| 13G | ||||
| CUSIP No. 23282W 10 0 | Page 4 of 16 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield Associates Fund IV, a Delaware limited partnership |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
93,755 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
93,755 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
93,755 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
0.3% |
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| 12. | Type of Reporting Person
PN |
| 13G | ||||
| CUSIP No. 23282W 10 0 | Page 5 of 16 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Yogen K. Dalal |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
U.S. |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
2,031,713 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
2,031,713 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,031,713 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
7.1% |
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| 12. | Type of Reporting Person
IN |
| 13G | ||||
| CUSIP No. 23282W 10 0 | Page 6 of 16 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
F. Gibson Myers, Jr. |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
U.S. |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
2,031,713 7. Sole Voting Power
-0- 8. Shared Dispositive Power
2,031,713 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,031,713 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
7.1% |
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| 12. | Type of Reporting Person
IN |
| 13G | ||||
| CUSIP No. 23282W 10 0 | Page 7 of 16 pages. |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Kevin A. Fong |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
U.S. |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
2,031,713 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
2,031,713 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,031,713 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
7.1% |
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| 12. | Type of Reporting Person
IN |
| 13G | ||||
| CUSIP No. 23282W 10 0 | Page 8 of 16 pages. |
| 1. | Name of Reporting Person. I.R.S. Identification No. of Above Persons (Entities Only)
William D. Unger |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
U.S. |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
2,031,713 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
2,031,713 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,031,713 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
7.1% |
|||
| 12. | Type of Reporting Person
IN |
| 13G | ||||
| CUSIP No. 23282W 10 0 | Page 9 of 16 pages. |
| 1. | Name of Reporting Person. I.R.S. Identification No. of Above Persons (Entities Only)
Wendell G. Van Auken, III |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
U.S. |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
2,031,713 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
2,031,713 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,031,713 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
7.1% |
|||
| 12. | Type of Reporting Person
IN |
| 13G | ||||
| CUSIP No. 23282W 10 0 | Page 10 of 16 pages. |
| 1. | Name of Reporting Person. I.R.S. Identification No. of Above Persons (Entities Only)
A. Grant Heidrich, III |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
U.S. |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
36,540 (includes options to purchase 7,500 shares exercisable within 60 days of the date hereof.) 6. Shared Voting Power
1,875,113 7. Sole Dispositive Power
36,540 (includes options to purchase 7,500 shares exercisable within 60 days of the date hereof.) 8. Shared Dispositive Power
1,875,113 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,911,653 (includes options to purchase 7,500 shares exercisable within 60 days of the date hereof.) |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
6.7% |
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| 12. | Type of Reporting Person
IN |
| Item 1. |
(a) |
Name of Issuer: | ||||||||||
| Cytokinetics, Inc. | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices: | |||||||||||
| 280 East Grand Avenue South San Francisco, CA 94080 |
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| Item 2. |
(a) |
Name of Persons Filing: | ||||||||||
| Mayfield IX, L.P. Mayfield IX Management, L.L.C. Mayfield Associates Fund IV, L.P. Yogen K. Dalal F. Gibson Myers, Jr. Kevin A. Fong William D. Unger Wendell G. Van Auken, III A. Grant Heidrich, III |
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| (b) |
Address of Principal Business Office: | |||||||||||
| c/o Mayfield Fund 2800 Sand Hill Road, Suite 250 Menlo Park, CA 94025 |
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| (c) |
Citizenship: | |||||||||||
| Mayfield IX, L.P. and Mayfield Associates Fund IV, L.P. are Delaware limited partnerships. Mayfield IX Management, L.L.C. is a Delaware limited liability company. The individuals listed in Item 2(a) are U.S. citizens. |
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| (d) |
Title of Class of Securities: | |||||||||||
| Common Stock | ||||||||||||
| (e) |
CUSIP Number: | |||||||||||
| 23282W 10 0 | ||||||||||||
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| Not applicable | ||||||||||||
| Item 4. |
Ownership. | |||||||||
| The information regarding ownership as set forth in Items 5-9 of Pages 2-10 hereto, is hereby incorporated by reference.
For a summary of total ownership by all Reporting Persons, see Exhibit 3 hereto. |
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| Item 5. |
Ownership of Five Percent or Less of a Class. | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | ||||||||||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
| Not applicable. | ||||||||||
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||||||
| Not applicable. | ||||||||||
| Item 8. |
Identification and Classification of Members of the Group. | |||||||||
| Not applicable. | ||||||||||
| Item 9. |
Notice of Dissolution of Group. | |||||||||
| Not applicable. | ||||||||||
| Item 10. |
Certification. | |||||||||
| Not applicable. | ||||||||||
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2006
| MAYFIELD IX, L.P. | ||
| A Delaware Limited Partnership | ||
| By: | Mayfield IX Management, L.L.C. | |
| Its General Partner | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Authorized Signatory | ||
| MAYFIELD IX MANAGEMENT, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Authorized Signatory | ||
| MAYFIELD ASSOCIATES FUND IV, L.P. | ||
| A Delaware Limited Partnership | ||
| By: | Mayfield IX Management, L.L.C. | |
| Its General Partner | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Authorized Signatory | ||
| YOGEN K. DALAL | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
| F. GIBSON MYERS, JR. | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
| KEVIN A. FONG | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
| WILLIAM D. UNGER | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
| WENDELL G. VAN AUKEN, III | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
| A. GRANT HEIDRICH, III | ||
| By: | /s/ James T. Beck | |
| James T. Beck, Attorney In Fact | ||
EXHIBIT INDEX
| Exhibit 1 - | “JOINT FILING AGREEMENT” is hereby incorporated by reference to Exhibit 1 to the Statement on Schedule 13G dated February 14, 2005. | |
| Exhibit 2 - | “POWERS OF ATTORNEY” are hereby incorporated by reference to Exhibit 2 to the Statement on Schedule 13G dated February 14, 2005. | |
| Exhibit 3 - | OWNERSHIP SUMMARY | |