SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* HealthCare Ventures VIII, L.P. (Last) (First) (Middle) HEALTHCARE VENTURES LLC 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/29/2008	3. Issuer Name and Ticker or Trading Symbol THRESHOLD PHARMACEUTICALS INC [ THLDD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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	1,470,588	I	and Direct(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants	(2)	08/29/2013	Common Stock	588,235	$2.34	I	and Direct(1)

1. Name and Address of Reporting Person* HealthCare Ventures VIII, L.P. (Last) (First) (Middle) HEALTHCARE VENTURES LLC 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HealthCare Partners VIII, L.P. (Last) (First) (Middle) HEALTHCARE VENTURES LLC 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HealthCare Partners VIII, LLC (Last) (First) (Middle) HEALTHCARE VENTURES LLC 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAVANAUGH JAMES H (Last) (First) (Middle) HEALTHCARE VENTURES LLC 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LITTLECHILD JOHN W (Last) (First) (Middle) 55 CAMBRIDGE PARKWAY SUITE 301 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WERNER HAROLD R (Last) (First) (Middle) HEALTHCARE VENTURES LLC 44 NASSAU STREET (Street) PRINCETON NJ 08542 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mirabelli Christopher (Last) (First) (Middle) 55 CAMBRIDGE PARKWAY SUITE 301 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LAWLOR AUGUSTINE (Last) (First) (Middle) 55 CAMBRIDGE PARKWAY SUITE 301 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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.

Remarks:

	/s/Jeffrey Steinberg, Administrative Officer HealthCare Ventures VIII, L.P.	09/08/2008
	/s/Jeffrey Steinberg, Administrative Partner, HealthCare Partners VIII, L.P.	09/08/2008
	/s/Jeffrey Steinberg, Administrative Officer, HeathCare Partners VIII, LLC	09/08/2008
	/s/Jeffrey Steinberg, Attorney-in-Fact for James H. Cavanaugh	09/08/2008
	/s/Jeffrey Steinberg, Attorney-in-Fact for John Littlechild	09/08/2008
	/s/Jeffrey Steinberg, Attorney-in-Fact for Harold Werner	09/08/2008
	/s/Jeffrey Steinberg, Attorney-in-Fact for Christopher Mirabelli	09/08/2008
	/s/Jeffrey Steinberg, Attorney-in-Fact for Augustine Lawlor	09/08/2008
	** Signature of Reporting Person	Date
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