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Item 1(a).
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Name of Issuer:
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Cytokinetics, Incorporated, a Delaware corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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280 East Grand Avenue
South San Francisco, California 94080
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Biotechnology Value Fund, L.P. (“BVF”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Investment 10, L.L.C. (“ILL10”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Illinois
MSI BVF SPV, LLC (“MSI”)
c/o Magnitude Capital, LLC
601 Lexington Avenue, 59th Floor
New York, NY 10022
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Delaware
BVF Inc.
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.001 par value (the “Common Stock”)
23282W 60 5
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount beneficially owned:
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The Reporting Persons, (the “Warrant Holders”), hold warrants exercisable for an aggregate of 921,052 shares of Common Stock. Such warrants are immediately exercisable for $5.28 per share, subject to adjustment pursuant to the terms of the warrants, and expire on June 25, 2017. The warrants may not be exercised if, after such exercise, the Warrant Holders would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, more than 9.98% of the number of shares of Common Stock then issued and outstanding.
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As of the close of business on December 31, 2014, (i) BVF beneficially owned 1,550,980 shares of Common Stock, including 421,602 shares of Common Stock issuable upon the exercise of a certain warrant held by it, (ii) BVF2 beneficially owned 811,003 shares of Common Stock, including 225,379 shares of Common Stock issuable upon the exercise of a certain warrant held by it, (iii) ILL10 beneficially owned 436,650 shares of Common Stock, including 121,590 shares of Common Stock issuable upon the exercise of a certain warrant held by it, and (iv) MSI beneficially owned 565,519 shares of Common Stock, including 152,481 shares of Common Stock issuable upon the exercise of a certain warrant held by it.
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Partners, as the general partner of BVF and BVF2 and the investment adviser of each of ILL10 and MSI, may be deemed to beneficially own 3,364,152 shares of Common Stock, including 921,052 shares of Common Stock currently issuable upon the exercise of certain warrants, beneficially owned in the aggregate by BVF, BVF2, ILL10 and MSI.
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BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 3,364,152 shares of Common Stock, including 921,052 shares of Common Stock currently issuable upon the exercise of certain warrants, beneficially owned by Partners.
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Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 3,364,152 shares of Common Stock, including 921,052 shares of Common Stock currently issuable upon the exercise of certain warrants, beneficially owned by BVF Inc.
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The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, ILL10 and MSI, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
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The following percentages are based on 36,608,781 shares of Common Stock outstanding as of October 31, 2014 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2014.
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As of the close of business on December 31, 2014, (i) BVF beneficially owned approximately 4.2% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 2.2% of the outstanding shares of Common Stock, (iv) ILL10 beneficially owned approximately 1.2% of the outstanding shares of Common Stock and, (v) MSI beneficially owned approximately 1.5% of the outstanding shares of Common Stock, and (vi) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.0% of the outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF, BVF2, ILL10 and MSI.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2015
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BIOTECHNOLOGY VALUE FUND, L.P.
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INVESTMENT 10, L.L.C.
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Partners L.P., its investment adviser
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By:
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BVF Inc., its general partner
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By:
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BVF Inc., its general partner
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By:
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By:
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Mark N. Lampert
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Mark N. Lampert
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President
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President
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BIOTECHNOLOGY VALUE FUND II, L.P.
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MSI BVF SPV, LLC
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By:
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BVF Partners L.P., its general partner
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By:
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BVF Partners L.P., its investment adviser
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By:
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BVF Inc., its general partner
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By:
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BVF Inc., its general partner
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By:
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By:
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Mark N. Lampert
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Mark N. Lampert
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President
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President
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BVF PARTNERS L.P.
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BVF INC.
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By:
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BVF Inc., its general partner
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By:
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Mark N. Lampert
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By:
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President
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Mark N. Lampert
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President
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MARK N. LAMPERT
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BVF INVESTMENTS, L.L.C.
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By:
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BVF Partners L.P., its manager
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By:
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BVF Inc., its general partner
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By:
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Mark N. Lampert
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President
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