FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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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 *

COXE TENCH 		2. Issuer Name and Ticker or Trading Symbol

THRESHOLD PHARMACEUTICALS INC [ THLD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

755 PAGE MILL ROAD, SUITE A-200 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/1/2014
(Street)

PALO ALTO, CA 94304-1005
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/1/2014     X    417050.0000   A $2.0500   4942055.0000   I   By Ltd Partnership (SHV)   (1)
Common Stock   10/1/2014     S (2)    226657.0000   (2) D $3.7720   4715398.0000   I   By Ltd Partnership (SHV)   (1)
Common Stock   10/1/2014     X    60758.0000   A $2.0500   215848.0000   I   By Profit Sharing Plan Trust   (3)
Common Stock   10/1/2014     S (2)    33020.0000   (2) D $3.7720   182828.0000   I   By Profit Sharing Plan Trust   (3)
Common Stock   10/1/2014     X    10078.0000   A $2.0500   300357.0000   I   By Trust   (4)
Common Stock   10/1/2014     S (2)    5477.0000   (2) D $3.7720   294880.0000   I   By Trust   (4)
Common Stock                  320076.0000   I   By Ltd Partnership   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   $2.0500   10/1/2014     X         417050.0000    10/5/2009   10/5/2014   Common Stock   417050.0000   $0.0000   0.0000   I   By Ltd Partnership (SHV)   (1)
Common Stock Warrant   $2.0500   10/1/2014     X         60758.0000    10/5/2009   10/5/2014   Common Stock   60758.0000   $0.0000   0.0000   I   By Profit Sharing Plan Trust   (3)
Common Stock Warrant   $2.0500   10/1/2014     X         10078.0000    10/5/2009   10/5/2014   Common Stock   10078.0000   $0.0000   0.0000   I   By Trust   (4)

Explanation of Responses:
( 1)  Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a Managing Director of the General Partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
( 2)  On October 1, 2014, the reporting person exercised a warrant to purchase shares of the issuer's common stock for $2.05 per share. In accordance with the terms of the warrant, the exercise price was paid on a net basis. The shares disposed of in column 4 represent the number of shares of common stock withheld by the issuer to pay the exercise price.
( 3)  Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
( 4)  Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
( 5)  Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COXE TENCH
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA 94304-1005
X


Signatures
/s/ Robert Yin, by power of attorney 10/3/2014
** 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).
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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