Statement of Changes in Beneficial Ownership (4)
June 02 2017 - 6:18PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
BIRD JEFFREY W
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2. Issuer Name
and
Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC
[
THLD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
755 PAGE MILL ROAD, SUITE A-200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/31/2017
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(Street)
PALO ALTO, CA 94304-1005
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/31/2017
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J
(1)
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630770.0000
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D
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$0
(1)
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3467496.0000
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I
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By Ltd Partnership (SHV)
(2)
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Common Stock
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6/1/2017
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P
(3)
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473077.0000
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A
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$0.5674
(3)
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3940573.0000
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I
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By Ltd Partnership (SHV)
(2)
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Common Stock
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6/1/2017
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P
(4)
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37626.0000
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A
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$0.5674
(4)
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377782.0000
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I
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By Trust
(5)
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Common Stock
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919.0000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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On May 31, 2017, a limited partner (the "Limited Partner") of Sutter Hill Ventures, a California Limited Partnership ("SHV") liquidated its interest in SHV in return for its ratable share of the holdings of SHV, resulting in SHV's disposition to the Limited Partner of 630,770 shares (the "Distributed Common Shares") of the Issuer's common stock (the "Liquidation").
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(2)
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Shares held by SHV. The reporting person is a managing director and member of the management committee of the general partner of SHV. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
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(3)
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In connection with the Liquidation, SHV entered into an agreement with the Limited Partner to repurchase 473,077 Distributed Common Shares from the Limited Partner at a purchase price equal to the average of the mean between the closing bid and ask prices over the ninety (90)-day period ended March 31, 2017.
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(4)
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In connection with the Liquidation, the reporting person entered into an agreement with the Limited Partner to repurchase 37,626 Distributed Common Shares from the Limited Partner at a purchase price equal to the average of the mean between the closing bid and ask prices over the ninety (90)-day period ended March 31, 2017.
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(5)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BIRD JEFFREY W
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA 94304-1005
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X
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Signatures
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/s/ Robert Yin, by power of attorney
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6/1/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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