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SEC Comment Letter for CYTOKINETICS INC (CYTK) (CIK 0001061983) (CYTK) — Sep 15, 2015

CYTOKINETICS INC (CYTK) (CIK 0001061983)
Date: Sept. 15, 2015 · CIK: 0001061983 · Accession: 0000000000-15-045697

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File numbers found in text: 333-206795

Date
September 15, 2015
Author
/s/ Bryan J. Pitko for
Form
UPLOAD
Company
CYTOKINETICS INC (CYTK) (CIK 0001061983)

Letter

September 15, 2015 Via E -mail Robert I. Blum President and Chief Executive Officer Cytokinetics, Incorporated 280 East Grand Avenue South San Francisco, California 94080

Re: Cytokinetics, Incorporated Registration Statement on Form S-3 Filed September 4, 2015 File No. 333-206795

Dear Mr. Blum :

This is to advise you that we have not reviewed and will not review your registration statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Robert I. Blum Cytokinetics, Incorporated September 15, 2015 Page 2

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .

You may contact Scot Foley at (202) 551 -3383 or Bryan Pitko at (202) 551 -3203 with any questions.

Sincerely,
/s/ Bryan J. Pitko for

Show Raw Text
September 15, 2015

Via E -mail
Robert I. Blum
President and Chief Executive Officer
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, California 94080

Re: Cytokinetics, Incorporated
  Registration Statement on Form S-3
Filed  September 4, 2015
  File No.  333-206795

Dear Mr. Blum :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with  respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the  filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Robert I. Blum
Cytokinetics, Incorporated
September 15, 2015
Page 2

 Please refer to Rules 460 and  461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities  under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Scot Foley  at (202) 551 -3383  or Bryan Pitko at (202) 551 -3203 with
any questions.

Sincerely,

 /s/ Bryan J. Pitko for

Suzanne Hayes
Assistant Director

cc: Robert L. Jones
Michael E. Tenta
Cooley LLP
3175 Hanover Street
Palo Alto, CA  94304