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Cytokinetics, Incorporated
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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23282W 60 5
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(CUSIP Number)
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December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
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| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
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1
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NAME OF REPORTING PERSON
Biotechnology Value Fund, L.P.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
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3
|
SEC USE ONLY
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||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0 shares
|
|
|
6
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SHARED VOTING POWER
1,550,980 (1)
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||
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7
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SOLE DISPOSITIVE POWER
0 shares
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||
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8
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SHARED DISPOSITIVE POWER
1,550,980 (1)
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,550,980 (1)
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||
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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)
4.2%
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||
|
12
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TYPE OF REPORTING PERSON
PN
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||
|
1
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NAME OF REPORTING PERSON
Biotechnology Value Fund II, L.P.
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
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SHARED VOTING POWER
811,003 (1)
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
811,003 (1)
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||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,003 (1)
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||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
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||
|
12
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TYPE OF REPORTING PERSON
PN
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||
|
1
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NAME OF REPORTING PERSON
Investment 10, L.L.C.
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0 shares
|
|
|
6
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SHARED VOTING POWER
436,650 (1)
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
436,650 (1)
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||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
436,650 (1)
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||
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
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||
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12
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TYPE OF REPORTING PERSON
OO
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||
|
1
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NAME OF REPORTING PERSON
MSI BVF SPV, LLC
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
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SHARED VOTING POWER
565,519 (1)
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
565,519 (1)
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||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,519 (1)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
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||
|
12
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TYPE OF REPORTING PERSON
OO
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||
|
1
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NAME OF REPORTING PERSON
BVF Partners L.P.
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
3,364,152 (1)
|
||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,364,152 (1)
|
||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,364,152 (1)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
|
||
|
12
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TYPE OF REPORTING PERSON
PN, IA
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||
|
1
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NAME OF REPORTING PERSON
BVF Inc.
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||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
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SHARED VOTING POWER
3,364,152 (1)
|
||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,364,152 (1)
|
||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,364,152 (1)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
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||
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12
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TYPE OF REPORTING PERSON
CO
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||
|
1
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NAME OF REPORTING PERSON
Mark N. Lampert
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
0 shares
|
|
|
6
|
SHARED VOTING POWER
3,364,152 (1)
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||
|
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,364,152 (1)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,364,152 (1)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
|
||
|
12
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TYPE OF REPORTING PERSON
IN
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||
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Item 1(a).
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Name of Issuer:
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Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
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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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Item 2(c).
|
Citizenship
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Item 2(d).
|
Title of Class of Securities:
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Item 2(e).
|
CUSIP Number:
|
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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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/x/
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Not applicable.
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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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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/ /
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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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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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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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/ /
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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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/ /
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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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/ /
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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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/ /
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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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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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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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Item 4.
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Ownership
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(a)
|
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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(b)
|
Percent of class:
|
|
|
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)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
|
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
|
|
|
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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Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
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Item 7.
|
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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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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BIOTECHNOLOGY VALUE FUND, L.P.
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INVESTMENT 10, L.L.C.
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|||
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||||
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By:
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BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment adviser
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|||
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By:
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/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
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|
Mark N. Lampert
|
Mark N. Lampert
|
|||
|
President
|
President
|
|||
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|
||||
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||||
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BIOTECHNOLOGY VALUE FUND II, L.P.
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MSI BVF SPV, LLC
|
|||
|
|
||||
|
By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment adviser
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|||
|
By:
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/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
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|
Mark N. Lampert
|
Mark N. Lampert
|
|||
|
President
|
President
|
|||
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|||
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||||
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BVF PARTNERS L.P.
|
BVF INC.
|
|||
|
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|
|||
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
||||
|
By:
|
/s/ Mark N. Lampert
|
President
|
||
|
Mark N. Lampert
|
|
|||
|
President
|
|
|||
|
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/s/ Mark N. Lampert
|
|||
|
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MARK N. LAMPERT
|
|||
|
BVF INVESTMENTS, L.L.C.
|
||||
|
By:
|
BVF Partners L.P., its manager
|
|||
|
By:
|
BVF Inc., its general partner
|
|||
|
By:
|
/s/ Mark N. Lampert
|
|||
|
Mark N. Lampert
|
||||
|
President
|
||||