FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Schnieders Elisabeth

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/1/2016 

3. Issuer Name and Ticker or Trading Symbol

CYTOKINETICS INC [CYTK]

(Last)        (First)        (Middle)

280 EAST GRAND AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Sr. VP, Business Development /

(Street)

SOUTH SAN FRANCISCO, CA 94080       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   16485   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   4/5/2013   (1) 3/5/2023   Common Stock   21163   $6.0   D    
Incentive Stock Option (right to buy)   4/5/2012   (2) 3/5/2022   Common Stock   14990   $6.3   D    
Incentive Stock Option (right to buy)   3/23/2016   (3) 2/23/2026   Common Stock   14442   $6.67   D    
Incentive Stock Option (right to buy)   3/26/2015   (4) 2/26/2025   Common Stock   11043   $7.96   D    
Incentive Stock Option (right to buy)   3/28/2011   (5) 2/28/2021   Common Stock   12500   $9.42   D    
Incentive Stock Option (right to buy)   3/24/2014   (6) 2/24/2024   Common Stock   18419   $9.65   D    
Incentive Stock Option (right to buy)   3/26/2009   (7) 2/26/2019   Common Stock   3866   $11.1   D    
Incentive Stock Option (right to buy)   3/24/2010   (8) 2/24/2020   Common Stock   8666   $18.48   D    
Incentive Stock Option (right to buy)   3/29/2008   (9) 2/28/2018   Common Stock   2500   $20.22   D    
Incentive Stock Option (right to buy)   4/14/2007   (10) 3/14/2017   Common Stock   2000   $40.86   D    
Non-Qualified Stock Option (right to buy)   4/5/2013   (1) 3/5/2023   Common Stock   3836   $6.0   D    
Non-Qualified Stock Option (right to buy)   4/5/2012   (2) 3/5/2022   Common Stock   9   $6.3   D    
Non-Qualified Stock Option (right to buy)   3/23/2016   (3) 2/23/2026   Common Stock   20558   $6.67   D    
Non-Qualified Stock Option (right to buy)   3/26/2015   (4) 2/26/2025   Common Stock   18957   $7.96   D    
Non-Qualified Stock Option (right to buy)   3/24/2014   (6) 2/24/2024   Common Stock   11581   $9.65   D    

Explanation of Responses:
( 1)  When the ISO and NQ dated 03/05/2013 are combined for a total grant of 24,999 shares, the option shall vest and become exercisable as to 24,999 shares divided into equal monthly installments such that the option shall be 100% vested on 03/05/2017.
( 2)  When the ISO and NQ dated 03/05/2012 are combined for a total grant of 14,999 shares, the option vested and became exercisable as to 14,999 shares divided into equal monthly installments such that the option was 100% vested on 03/05/2016.
( 3)  When the ISO and NQ dated 02/23/2016 are combined for a total grant of 35,000 shares, the option shall vest and become exercisable as to 35,000 shares divided into equal monthly installments such that the option shall be 100% vested on 02/23/2020.
( 4)  When the ISO and NQ dated 02/26/2015 are combined for a total grant of 30,000 shares, the option shall vest and become exercisable as to 30,000 shares divided into equal monthly installments such that the option shall be 100% vested on 02/26/2019.
( 5)  This option vested and became exercisable as to 12,500 shares divided into equal monthly installments and became fully vested on 02/28/2015.
( 6)  When the ISO and NQ dated 02/24/2014 are combined for a total grant of 30,000 shares, the option shall vest and become exercisable as to 30,000 shares divided into equal monthly installments such that the option shall be 100% vested on 02/24/2018.
( 7)  This option vested and became exercisable as to 3,866 shares divided into equal monthly installments such that the option was 100% vested on 02/26/2013.
( 8)  This option vested and became exercisable as to 8,666 shares divided into equal monthly installments such that the option was 100% vested on 02/24/2014.
( 9)  This option vested and became exercisable as to 2,500 shares divided into equal monthly installments and became fully vested on 02/29/2012.
( 10)  This option vested and became exercisable as to 2,000 shares divided into equal monthly installments and became fully vested on 03/01/2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Schnieders Elisabeth
280 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080

Sr. VP, Business Development

Signatures
Elisabeth Schnieders 12/5/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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