Threshold Pharmaceuticals Inc - Amended Statement of Ownership (SC 13G/A)
September 03 2008 - 3:44PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE
13G/A
(Rule 13d-102)
Information to be included in statements filed pursuant to
rules 13d-1(b), (c) and (d)
and amendments thereto filed pursuant to Rule 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Threshold
Pharmaceuticals, Inc.
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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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).
CUSIP
No. 885807 10 7
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1.
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Names
of Reporting Persons
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Arch Partners III, L.P. (TAP III)
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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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
Delaware
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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
1,688,476*
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6.
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Shared
Voting Power
See response to row 5
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7.
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Sole
Dispositive Power
1,688,476*
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8.
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Shared Dispositive Power
See response to row 7
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,688,476*
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent
of Class Represented by Amount in Row (9)
9.0%
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12.
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Type
of Reporting Person
PN
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*Includes a warrant to purchase
372,149 shares of common stock that is exercisable within 60 days of September
3, 2008.
2
CUSIP
No. 885807 10 7
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1.
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Names
of Reporting Persons
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Arch Associates III, L.P. (TAA III)
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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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
Delaware
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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
90,771*
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6.
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Shared
Voting Power
See response to row 5
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7.
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Sole
Dispositive Power
90,771*
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8.
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Shared Dispositive Power
See response to row 7
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
90,771*
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent
of Class Represented by Amount in Row (9)
0.5%
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12.
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Type
of Reporting Person
PN
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*Includes a warrant to purchase
20,007 shares of common stock that is exercisable within 60 days of September
3, 2008.
3
CUSIP
No. 885807 10 7
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1.
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Names
of Reporting Persons
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Arch Management III, L.L.C. (TAM III)
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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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
Delaware
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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
1,779,247*
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6.
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Shared
Voting Power
See response to row 5
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7.
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Sole
Dispositive Power
1,779,247*
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8.
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Shared Dispositive Power
See response to row 7
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,779,247*
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent
of Class Represented by Amount in Row (9)
9.5%
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12.
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Type
of Reporting Person
OO
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*Includes warrants to purchase 392,156 shares
of common stock that are exercisable within 60 days of September 3, 2008.
4
CUSIP
No. 885807 10 7
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1.
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Names
of Reporting Persons
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark A. Wan
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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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
0
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6.
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Shared
Voting Power
1,779,247*
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7.
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Sole
Dispositive Power
0
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8.
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Shared Dispositive Power
1,779,247*
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,779,247*
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent
of Class Represented by Amount in Row (9)
9.5%
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12.
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Type
of Reporting Person
IN
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*Includes warrants to purchase 392,156 shares
of common stock that are exercisable within 60 days of September 3, 2008.
5
CUSIP
No. 885807 10 7
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1.
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Names
of Reporting Persons
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wilfred E. Jaeger
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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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
Canada
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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
8,541**
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6.
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Shared
Voting Power
1,779,247*
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7.
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Sole
Dispositive Power
8,541**
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8.
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Shared Dispositive Power
1,779,247*
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,787,788
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent
of Class Represented by Amount in Row (9)
9.5%
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12.
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Type
of Reporting Person
IN
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*
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Includes warrants to purchase
392,156 shares of common stock that are exercisable within 60 days of
September 3, 2008.
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**
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Includes 8,541 shares of
common stock subject to options exercisable within 60 days of September 3,
2008.
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6
CUSIP
No. 885807 10 7
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1.
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Names
of Reporting Persons
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barclay Nicholson
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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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
0
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6.
|
Shared
Voting Power
1,779,247*
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7.
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Sole
Dispositive Power
0
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8.
|
Shared Dispositive Power
1,779,247*
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,779,247*
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|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
o
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11.
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Percent
of Class Represented by Amount in Row (9)
9.5%
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12.
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Type
of Reporting Person
IN
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*Includes warrants to purchase
392,156 shares of common stock that are exercisable within 60 days of September
3, 2008.
7
Item 1.
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(a)
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Name
of Issuer
Threshold Pharmaceuticals, Inc. (the Issuer)
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(b)
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Address
of Issuers Principal Executive Offices
1300 Seaport Boulevard, Redwood City, CA 94063
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Item 2.
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(a)
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Name
of Person Filing
Three Arch Partners III, L.P. (TAP III), Three Arch Associates III, L.P.
(TAA III), Three Arch Management III, L.L.C. (TAM III), Mark A. Wan
(Wan), Wilfred E. Jaeger (Jaeger), and Barclay Nicholson (Nicholson).
The foregoing entities and individuals are collectively referred to as the
Reporting Persons. Wan, Jaeger, and Nicholson are the sole managing members
of TAM III, the sole general partner of TAP III and TAA III and may be deemed
to have sole power to vote the shares reported. TAA III invests alongside TAP
III in all investments made by TAP III.
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(b)
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Address
of Principal Business Office or, if none, Residence
3200 Alpine Road, Portola Valley, CA 94028
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(c)
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Citizenship
See Row 4 of each cover page
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(d)
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Title
of Class of Securities
Common Stock, $0.001 par value per share
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(e)
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CUSIP
Number
885897 10 7
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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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Not
applicable.
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8
Item 4.
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Ownership
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The
following information with respect to the ownership of the Common Stock of
the Issuer by the person filing this statement is provided as of September 3,
2008:
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(a)
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Amount
beneficially owned:
See
Row 9 of each cover page
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(b)
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Percent
of class:
See
Row 11 of each cover page. The approximate percentages of common stock
reported as beneficially owned by the Reporting Persons is based on
approximately a) 6,243,495 shares of common stock outstanding as of August
18, 2008 after the effectiveness of the 6-1 reverse stock split as announced
on the Issuers Form 8-K filed with the Securities and Exchange Commission (Commission)
on August 18, 2008 with b) the shares of common stock issued pursuant to the
close of the securities purchase agreement on August 29, 2008, a form of
which was filed with the Commission on July 9, 2008.
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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
See
Row 5 of each cover page
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(ii)
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Shared
power to vote or to direct the vote
See
Row 6 of each cover page
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(iii)
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Sole
power to dispose or to direct the disposition of
See
Row 7 of each cover page
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(iv)
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Shared
power to dispose or to direct the disposition of
See
Row 8 of each cover page
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Item 5.
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Ownership
of Five Percent or Less of a Class
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Not applicable.
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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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Under certain
circumstances set forth in the limited partnership agreements of TAP III and
TAA III and the limited liability company agreement of TAM III, the general
and limited partners of each such entity may be deemed to have the right to
receive dividends from, or the proceeds from, the sale of shares of the
issuer owned by each such entity of which they are a partner.
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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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Not applicable.
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Item 8.
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Identification
and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of
Dissolution of Group
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Not applicable.
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9
Item 10.
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Certification
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By signing below I certify
that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and
to the best of our knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and correct.
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Date:
September 3, 2008
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THREE
ARCH PARTNERS III, L.P.
By: Three Arch Management III,
L.L.C.
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By:
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/s/
Barclay Nicholson
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Barclay
Nicholson
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Managing
Member
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THREE
ARCH ASSOCIATES III, L.P.
By: Three Arch Management III,
L.L.C.
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By:
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/s/
Barclay Nicholson
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Barclay
Nicholson
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Managing
Member
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THREE
ARCH MANAGEMENT III,
L.L.C.
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By:
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/s/
Barclay Nicholson
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Barclay
Nicholson
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Managing
Member
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MARK
A. WAN
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By:
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/s/
Barclay Nicholson
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Barclay
Nicholson
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Authorized
Signature
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WILFRED
E. JAEGER
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By:
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/s/
Barclay Nicholson
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Barclay
Nicholson
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Authorized
Signature
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BARCLAY
NICHOLSON
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By:
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/s/
Barclay Nicholson
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Barclay
Nicholson
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This Schedule
13G/A was executed pursuant to a Statement Appointing Designated Filer and
Authorized Signatories. Note that copies of the applicable Statement Appointing
Designated Filer and Authorized Signatories are already on file with the
appropriate agencies.
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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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10
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