SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Medica III Management Co (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/18/2006	3. Issuer Name and Ticker or Trading Symbol Cyberkinetics Neurotechnology Systems, Inc. [ CYKN.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	4,166,667	I	See Footnote (1)(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
Common Stock Warrants (right to buy)	10/18/2006	10/18/2011	Common Stock	2,083,335	$1.4	I	See Footnote (2)(2)

1. Name and Address of Reporting Person* Medica III Management Co (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Medica III Management LP (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MEDICA III INVESTMENTS INTERNATIONAL LP (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Medica III Investments (Israel) LP (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Medica III Investments SF L P (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Medica III Investments (PF) LP (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Medica III Investments (Israel) (B) LP (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Poalim Medica III Investments LP (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GELLER EHUD (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Elran Batsheva (Last) (First) (Middle) 11 HAMANOFIM STREET ACKERSTEIN TOWERS, BLDG B, 10TH FL (Street) HERZLIA L3 46725 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of 1,406,105 shares held by Medica III Investments (International) L.P.; 509,004 shares held by Medica III Investments (Israel) L.P.; 557,565 shares held by Medica III Investments (SF) L.P.; 300,081 shares held by Medica III Investments (P.F.) L.P.; 724,834 shares held by Medica III Investments (Israel)(B) L.P.; and 669,078 shares held by Poalim Medica III Investments L.P. The general partner of each of these entities is Medica III Management L.P., of which Medica III Management Co. is the sole general partner. Each of Messrs. Geller and Elran serve as the sole directors of Medica III Management Co. Medica III Management L.P., Medica III Management Co. and Messrs. Geller and Batsheva are indirect beneficial owners of these securities and such reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

2. Consists of warrants to acquire 703,053 shares held by Medica III Investments (International) L.P.; 254,502 shares held by Medica III Investments (Israel) L.P.; 278,783 shares held by Medica III Investments (SF) L.P.; 150,041 shares held by Medica III Investments (P.F.) L.P.; 362,417 shares held by Medica III Investments (Israel)(B) L.P.; and 334,539 shares held by Poalim Medica III Investments L.P. The general partner of each of these entities is Medica III Management L.P., of which Medica III Management Co. is the sole general partner. Each of Messrs. Geller and Elran serve as the sole directors of Medica III Management Co. Medica III Management L.P., Medica III Management Co. and Messrs. Geller and Batsheva are indirect beneficial owners of these securities and such reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

This Form 3 is being filed on behalf of 10 reporting persons as joint filers. Exhibit List: Exhibit 24.1: Batsheva Elran Power of Attorney. Exhibit 24.2: Ehud Geller Power of Attorney. Exhibit 99.1: Joint Filer Statement.

	/s/ Yoav Waizer, Chief Financial Officer	10/30/2006
	** Signature of Reporting Person	Date
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