SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
OXFORD BIOSCIENCE PARTNERS IV LP

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cyberkinetics Neurotechnology Systems, Inc. [ CYKN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/18/2006
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/18/2006 P 825,056 A $1.2 10,436,017 D(1)
Common Stock 10/18/2006 P 8,278 A $1.2 104,707 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (right to buy) $1.4 10/18/2006 P 412,528 10/18/2006 10/18/2011 Common Stock 412,528 $0 412,528 D(1)
Common Stock Warrant (right to buy) $1.4 10/18/2006 P 4,139 10/18/2006 10/18/2011 Common Stock 4,139 $0 4,139 D(2)
1. Name and Address of Reporting Person*
OXFORD BIOSCIENCE PARTNERS IV LP

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
MRNA FUND II LP

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
OBP MANAGEMENT IV LP

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
BARNES JEFFREY T

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
CARTHY MARK

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FLEMING JONATHAN

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
LYTTON MICHAEL

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
WALTON ALAN G

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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. Securities held of record by Oxford Bioscience Partners IV L.P. ("Oxford IV"). OBP Management IV L.P. ("OBP IV"), as the sole general partner of Oxford IV may be deemed to beneficially own certain of the shares held of record by Oxford IV. OBP IV disclaims beneficial ownership of all shares held of record by Oxford IV in which OBP IV does not have an actual pecuniary interest. Each of Messrs. Barnes, Carthy, Fleming, Lytton and Walton, as the individual general partners of OBP IV, may be deemed to beneficially own certain of the shares held of record by Oxford IV. Each of Messrs. Barnes, Carthy, Fleming, Lytton and Walton disclaims beneficial ownership of all shares held of record by Oxford IV in which he does not have an actual pecuniary interest.
2. Securities held of record by mRNA Fund II L.P. ("mRNA"). OBP IV, as the sole general partner of mRNA may be deemed to beneficially own certain of the shares held of record by mRNA. OBP IV disclaims beneficial ownership of all shares held of record by mRNA in which OBP IV does not have an actual pecuniary interest. Each of Messrs. Barnes, Carthy, Fleming, Lytton and Walton, as the individual general partners of OBP IV, may be deemed to beneficially own certain of the shares held of record by mRNA. Each of Messrs. Barnes, Carthy, Fleming, Lytton and Walton disclaims beneficial ownership of all shares held of record by mRNA in which he does not have an actual pecuniary interest.
Remarks:
/s/ Raymond Charest, as attorney-in-fact for Jonathan J. Fleming, as general partner of the general partner of Oxford Bioscience Partners IV L.P. 10/20/2006
/s/ Raymond Charest, as attorney-in-fact for Jonathan J. Fleming, as general partner of the general partner of mRNA Fund II L.P. 10/20/2006
/s/ Raymond Charest, as attorney-in-fact for Jonathan J. Fleming, as general partner of OBP Management IV L.P. 10/20/2006
/s/ Raymond Charest, as attorney-in-fact for Jonathan J. Fleming 10/20/2006
/s/ Raymond Charest, as attorney-in-fact for Jeffrey T. Barnes 10/20/2006
/s/ Raymond Charest, as attorney-in-fact for Mark P. Carthy 10/20/2006
/s/ Raymond Charest, as attorney-in-fact for Michael E. Lytton 10/20/2006
/s/ Raymond Charest, as attorney-in-fact for Alan G. Walton 10/20/2006
** 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 4 (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).
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