FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TANG KEVIN C 		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)

4401 EASTGATE MALL 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/29/2008
(Street)

SAN DIEGO, CA 92121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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   8/29/2008     P    735294   (1) A $2.04   1399877   (2) I   (3) By LP   (3)
Common Stock                  49515   (2) I   (4) As Trustee   (4)
Common Stock                  4716   (2) D   (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 (Right to Buy)   $2.34   8/29/2008     P     294117   (1)      8/29/2008   8/29/2013   Common Stock   294117   $0.00   294117   I   (3) By LP   (3)

Explanation of Responses:
( 1)  These securities were purchased in the Company's private placement that closed on August 29, 2008.
( 2)  The amount of securities beneficially owned reflects the 1-for-6 reverse stock split, which was effective as of August 20, 2008.
( 3)  The securities are held by Tang Capital Partners, LP. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Mr. Tang disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
( 4)  The securities are owned by Kevin C. Tang as custodian for his minor children, as Trustee of the Tang Family Trust and as Trustee of the Tang Advisors, LLC Profit Sharing Plan, for which Mr. Tang serves as Trustee and in which he is a participant. Mr. Tang disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 5)  The securities are owned by Kevin C. Tang's IRA.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TANG KEVIN C
4401 EASTGATE MALL
SAN DIEGO, CA 92121
X

TANG CAPITAL MANAGEMENT LLC
4401 EASTGATE MALL
SAN DIEGO, CA 92121
X

TANG CAPITAL PARTNERS LP
4401 EASTGATE MALL
SAN DIEGO, CA 92121
X


Signatures
/s/ Kevin C. Tang 9/3/2008
** Signature of Reporting Person Date

/s/ Kevin C. Tang, Managing Member 9/3/2008
** Signature of Reporting Person Date

/s/ Kevin C. Tang, as Managing Member of Tang Capital Management, LLC, General Partner 9/3/2008
** 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.
Threshold Pharmaceuticals (MM) (NASDAQ:THLDD)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Threshold Pharmaceuticals (MM) Charts.
Threshold Pharmaceuticals (MM) (NASDAQ:THLDD)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Threshold Pharmaceuticals (MM) Charts.