Threshold Pharmaceuticals Inc - Initial Statement of Beneficial Ownership (3)
September 05 2008 - 1:06PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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February 28, 2011
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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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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ALTA BIOPHARMA PARTNERS III LP
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/29/2008
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3. Issuer Name
and
Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [THLD]
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(Last)
(First)
(Middle)
ONE EMBARCADERO CENTER, SUITE 3700
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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1200154
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I
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By limited partnership
(1)
(2)
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Common Stock
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80601
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I
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By limited partnership
(2)
(3)
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Common Stock
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29576
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I
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By limited liability company
(2)
(4)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Warrant
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(5)
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8/29/2013
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Common Stock
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404080
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$2.34
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I
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By limited partnership
(1)
(2)
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Warrant
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(5)
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8/29/2013
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Common Stock
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27137
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$2.34
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I
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By limited partnership
(2)
(3)
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Warrant
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(5)
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8/29/2013
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Common Stock
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9958
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$2.34
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I
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By limited liability company
(2)
(4)
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Explanation of Responses:
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(
1)
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These securities are held by Alta BioPharma Partners III, L.P. ("ABPIII").
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(
2)
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Alta BioPharma Management III, LLC ("ABMIII") is the general partner of ABPIII and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG("ABPIIIKG"). Jean Deleage, Farah Champsi, Edward Penhoet, Edward Hurwitz, and Alix Marduel are directors of ABMIII and managers of Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII" and, along with ABMIII and ABPIIIKG, the "Funds")and exercise shared voting and investment power with respect to the securities held by the funds. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein.
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(
3)
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These securities are held by ABPIIIKG.
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(
4)
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These securities are held by AEBPIII.
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(
5)
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These warrants are immediately exercisable.
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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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ALTA BIOPHARMA PARTNERS III LP
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
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X
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ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
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X
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ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
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X
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DELEAGE JEAN
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
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X
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CHAMPSI FARAH
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
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X
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PENHOET EDWARD
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
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X
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HURWITZ EDWARD
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
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X
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ALTA BIOPHARMA MANAGEMENT III LLC
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
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X
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MARDUEL ALIX
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
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X
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Signatures
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Alta BioPharma Partners III, L.P.
By: Alta BioPharma Management III, LLC, its General Partner
/s/ Jean Deleage, Director
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9/5/2008
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**
Signature of Reporting Person
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Date
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By: Alta BioPharma Management III, LLC, it's Managing Limited Partner
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9/5/2008
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**
Signature of Reporting Person
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Date
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/s/ Jean Deleage, Manager
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9/5/2008
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**
Signature of Reporting Person
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Date
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/s/ Jean Deleage
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9/5/2008
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**
Signature of Reporting Person
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Date
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/s/ Farah Champsi
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9/5/2008
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**
Signature of Reporting Person
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Date
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/s/ Edward Penhoet
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9/5/2008
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**
Signature of Reporting Person
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Date
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/s/ Edward Hurwitz
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9/5/2008
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**
Signature of Reporting Person
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Date
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/s/ Jean Deleage, Director
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9/5/2008
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**
Signature of Reporting Person
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Date
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/s/ Alix Marduel
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9/5/2008
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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 5(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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