Threshold Pharmaceuticals Inc - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 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(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

HealthCare Ventures VIII, L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY) 8/29/2008

3. Issuer Name and Ticker or Trading Symbol

THRESHOLD PHARMACEUTICALS INC [THLDD]

(Last) (First) (Middle)

HEALTHCARE VENTURES LLC, 44 NASSAU STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

PRINCETON, NJ 08542

(City) (State) (Zip)

5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1470588	I	and Direct ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrants	⁽²⁾	8/29/2013	Common Stock	588235	$2.34	I	and Direct ⁽¹⁾

Explanation of Responses:
( 1)	These securities are owned by HealthCare Ventures VIII, L.P. ("HCVVIII"). These securities are indirectly owned by HealthCare Partners VIII, L.P. ("HCPVIII"), the General Partner of HCVVIII, HealthCare Partners VIII, LLC (the "LLC"), the General Partner of HCPVIII, and each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli and Augustine Lawlor, the Managing Directors of the LLC. Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor disclaim beneficial ownership of those securities in which they do not have a pecuniary interest and this report shall not be deemed an admission that they are the beneficial owners of these securities for purposes of Section 16, except to the extent of their pecuniary interest therein.
( 2)	Immediately exercisable.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HealthCare Ventures VIII, L.P. HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542		X
HealthCare Partners VIII, L.P. HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542		X
HealthCare Partners VIII, LLC HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542		X
CAVANAUGH JAMES H HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542		X
LITTLECHILD JOHN W 55 CAMBRIDGE PARKWAY SUITE 301 CAMBRIDGE, MA 02142		X
WERNER HAROLD R HEALTHCARE VENTURES LLC 44 NASSAU STREET PRINCETON, NJ 08542		X
Mirabelli Christopher 55 CAMBRIDGE PARKWAY SUITE 301 CAMBRIDGE, MA 02142		X
LAWLOR AUGUSTINE 55 CAMBRIDGE PARKWAY SUITE 301 CAMBRIDGE, MA 02142		X

Signatures
/s/Jeffrey Steinberg, Administrative Officer HealthCare Ventures VIII, L.P.		9/8/2008
^** Signature of Reporting Person		Date
/s/Jeffrey Steinberg, Administrative Partner, HealthCare Partners VIII, L.P.		9/8/2008
^** Signature of Reporting Person		Date
/s/Jeffrey Steinberg, Administrative Officer, HeathCare Partners VIII, LLC		9/8/2008
^** Signature of Reporting Person		Date
/s/Jeffrey Steinberg, Attorney-in-Fact for James H. Cavanaugh		9/8/2008
^** Signature of Reporting Person		Date
/s/Jeffrey Steinberg, Attorney-in-Fact for John Littlechild		9/8/2008
^** Signature of Reporting Person		Date
/s/Jeffrey Steinberg, Attorney-in-Fact for Harold Werner		9/8/2008
^** Signature of Reporting Person		Date
/s/Jeffrey Steinberg, Attorney-in-Fact for Christopher Mirabelli		9/8/2008
^** Signature of Reporting Person		Date
/s/Jeffrey Steinberg, Attorney-in-Fact for Augustine Lawlor		9/8/2008
^** 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 5(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.
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