Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 11:35AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of
1934
(Amendment No. 11)*
Threshold
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
885807206
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 885807206
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1.
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Names of Reporting Persons
Sutter Hill Ventures, a California Limited Partnership
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
California, USA
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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
4,098,266*
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
4,098,266*
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,098,266
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
5.7%
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12.
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Type of Reporting Person (See Instructions)
PN
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* See Appendix A.
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CUSIP No. 885807206
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1.
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Names of Reporting Persons
Tench Coxe
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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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
834,466*
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6.
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Shared Voting Power
4,098,266**
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7.
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Sole Dispositive Power
834,466*
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8.
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Shared Dispositive Power
4,098,266**
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,932,732
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
6.9%
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12.
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Type of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 2.
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**
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Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
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CUSIP No. 885807206
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1.
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Names of Reporting Persons
James N. White
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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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
352,816*
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6.
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Shared Voting Power
4,098,266**
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7.
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Sole Dispositive Power
352,816*
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8.
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Shared Dispositive Power
4,098,266**
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,451,082
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
6.2%
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12.
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Type of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 3.
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**
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Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
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CUSIP No. 885807206
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1.
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Names of Reporting Persons
Jeffrey W. Bird
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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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
494,408*
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6.
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Shared Voting Power
4,098,266**
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7.
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Sole Dispositive Power
494,408*
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8.
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Shared Dispositive Power
4,098,266**
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,592,674
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.4%
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12.
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Type of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 4.
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**
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Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
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CUSIP No. 885807206
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1.
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Names of Reporting Persons
Michael L. Speiser
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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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
303,410*
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6.
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Shared Voting Power
4,098,266**
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7.
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Sole Dispositive Power
303,410*
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8.
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Shared Dispositive Power
4,098,266**
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,401,676
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.2%
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12.
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Type of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 5.
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**
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Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
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CUSIP No. 885807206
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1.
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Names of Reporting Persons
Stefan A. Dyckerhoff
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
German citizen (U.S. permanent resident)
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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
33,444*
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6.
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Shared Voting Power
4,098,266**
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7.
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Sole Dispositive Power
33,444*
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8.
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Shared Dispositive Power
4,098,266**
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,131,710
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
5.8%
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12.
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Type of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 6.
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**
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Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
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CUSIP No. 885807206
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1.
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Names of Reporting Persons
Samuel J. Pullara III
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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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
33,444*
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6.
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Shared Voting Power
4,098,266**
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7.
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Sole Dispositive Power
33,444*
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8.
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Shared Dispositive Power
4,098,266**
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,131,710
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
5.8%
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12.
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Type of Reporting Person (See Instructions)
IN
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*
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See Appendix A, Note 7.
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**
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Comprised of shares owned by Sutter Hill Ventures, a California Limited Partnership. See Appendix A.
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Item 1.
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(a)
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Name of Issuer
Threshold Pharmaceuticals, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
170 Harbor Way, Suite 300, South San Francisco, CA 94080
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Item 2.
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(a)
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Name of Person Filing
See Appendix A; Appendix A is hereby incorporated by reference
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(b)
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Address of Principal Business Office or, if none, Residence
See Appendix A
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(c)
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Citizenship
See Appendix A
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
885807206
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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¨
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An investment adviser in accordance with §240.13d-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 §240.13d-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 §240.13d-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 (12 U.S.C. 1813);
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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 3I(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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N/A
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Item 4.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
See Appendix A, which is hereby incorporated by reference and
related pages 2 to 8
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(b)
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Percent of class:
See Appendix A, which is hereby incorporated by reference and
related pages 2 to 8
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
***
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(ii)
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Shared power to vote or to direct the vote
***
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(iii)
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Sole power to dispose or to direct the disposition of
***
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(iv)
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Shared power to dispose or to direct the disposition of
***
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*** See Appendix A, which is hereby incorporated by reference
and related pages 2 to 8. Messrs. Coxe, White, Bird, Speiser, Dyckerhoff and Pullara are managing directors and members
of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership, and as such, they
share voting and dispositive power over the shares held by the partnership.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
o
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N/A
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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N/A
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Item 8.
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Identification and Classification of Members of the Group
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See Appendix A
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Item 9.
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Notice of Dissolution of Group
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N/A
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Item 10.
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Certification
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N/A
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
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February 14, 2017
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SUTTER HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP
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By:
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/s/ Robert Yin, Attorney-in-Fact for Jeffrey W. Bird
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Jeffrey W. Bird, Managing Director of the General Partner
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/s/ Robert Yin, Attorney-in Fact for Tench Coxe
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TENCH COXE
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/s/ Robert Yin, Attorney-in Fact for James N. White
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JAMES N. WHITE
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/s/ Robert Yin, Attorney-in Fact for Jeffrey W. Bird
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JEFFREY W. BIRD
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/s/ Robert Yin, Attorney-in Fact for Michael L. Speiser
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MICHAEL L. SPEISER
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/s/ Robert Yin, Attorney-in Fact for Stefan A. Dyckerhoff
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STEFAN A. DYCKERHOFF
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/s/ Robert Yin, Attorney-in Fact for Samuel J. Pullara III
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SAMUEL J. PULLARA III
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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APPENDIX A TO SCHEDULE 13G – THRESHOLD PHARMACEUTICALS,
INC.
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Aggregate Number of
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Shares Beneficially Owned
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% of
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Name of Reporting Person
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Individual
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Aggregate
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Total Shares
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Sutter Hill Ventures, a California Limited Partnership
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4,098,266
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5.7
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%
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Tench Coxe
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834,466
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Note 2
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1.2
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%
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4,932,732
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Note 1
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6.9
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%
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James N. White
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352,816
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Note 3
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0.5
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%
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4,451,082
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Note 1
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6.2
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%
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Jeffrey W. Bird
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494,408
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Note 4
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0.7
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%
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4,592,674
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Note 1
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6.4
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%
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Michael L. Speiser
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303,410
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Note 5
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0.4
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%
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4,401,676
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Note 1
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6.2
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%
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Stefan A. Dyckerhoff
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33,444
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Note 6
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0.0
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%
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4,131,710
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Note 1
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5.8
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%
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Samuel J. Pullara III
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33,444
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Note 7
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0.0
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%
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4,131,710
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Note 1
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5.8
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%
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The address for all of the above is: 755 Page Mill Road,
Suite A-200, Palo Alto, CA 94304.
The partnerships are organized in California. The individuals
are all U.S. citizens and residents with the exception of Mr. Dyckerhoff who is a German citizen and U.S. permanent resident.
None of the above has been convicted in any criminal proceedings
nor have they been subject to judgments, decrees, or final orders enjoining future violations of Federal or State securities laws.
All of the parties are individuals or entities in the venture
capital business.
Note 1: Includes individual shares plus all shares held by Sutter
Hill Ventures, a California Limited Partnership of which the reporting person is a managing director and member of the management
committee of the general partner.
Note 2: Comprised of 331,562 shares held in The Coxe Revocable
Trust of which the reporting person is a trustee, 182,828 shares held by a retirement trust for the benefit of the reporting person
and 320,076 shares held by Rooster Partners, LP of which the reporting person is a trustee of a trust which is the general partner.
Note 3: Comprised of 348,740 shares held in The White Revocable
Trust of which the reporting person is a trustee and 4,076 shares held in a Roth IRA for the benefit of the reporting person.
Note 4: Comprised of 340,156 shares held in the Jeffrey W. and
Christina R. Bird Trust of which the reporting person is a trustee, 919 shares held in a Roth IRA for the benefit of the reporting
person and 153,333 shares of director’s options that are fully vested and exercisable within 60 days after 12/31/16.
Note 5: Comprised of 303,410 shares held in the Speiser Trust
of which the reporting person is a trustee.
Note 6: Comprised of 33,444 shares held in the Dyckerhoff 2001
Revocable Trust of which the reporting person is a trustee.
Note 7: Comprised of 33,444 shares held in The Pullara Revocable
Trust of which the reporting person is a trustee.
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