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* PROQUEST ASSOCIATES II LLC (Last) (First) (Middle) 600 ALEXANDER PARK SUITE 204 (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/04/2005	3. Issuer Name and Ticker or Trading Symbol THRESHOLD PHARMACEUTICALS INC [ THLD ]
		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	3,301,565	D(1)
Common Stock	138,640	D(2)
Common Stock	3,440,205	I(3)(4)	By each of ProQuest Associates II LLC, Jay Moorin and Alain Schreiber

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

1. Name and Address of Reporting Person* PROQUEST ASSOCIATES II LLC (Last) (First) (Middle) 600 ALEXANDER PARK SUITE 204 (Street) PRINCETON NJ 08540 (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* PROQUEST INVESTMENTS II ADVISORS FUND LP (Last) (First) (Middle) 600 ALEXANDER PARK STE 204 (Street) PRINCETON NJ 08540 (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* PROQUEST INVESTMENTS II LP (Last) (First) (Middle) 600 ALEXANDER PARK SUITE 204 (Street) PRINCETON NJ 08540 (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* Moorin Jay (Last) (First) (Middle) C/O PROQUEST INVESTMENTS, L.P. 600 ALEXANDER PARK (Street) SUITE 204 NJ 08540 (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* SCHREIBER ALAIN (Last) (First) (Middle) 600 ALEXANDER PARK SUITE 204 (Street) PRINCETON NJ 08540 (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. This line of Form 3 reports the direct beneficial ownership of shares of Threshold Pharmaceuticals, Inc. ("Threshold") by ProQuest Investments II, L.P., a Delaware limited partnership ("Investments II").

2. This line of Form 3 reports the direct beneficial ownership of shares of Threshold by ProQuest Investments II Advisors Fund,L.P., a Delware limited partnership ("Advisors").

3. This line of Form 3 reports the indirect beneficial ownership of shares of Threshold by ProQuest Associates II LLC ("Associates"), as the general partner of each of Investments II and Advisors, and by Jay Moorin and Alain Schreiber, as managing members of Associates.

4. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are or were, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owners of any securities covered by this Form. Each of the Reporting Persons disclaims beneficial ownership in the securities covered by this Form except to the extent such Reporting Persons' pecuniary interest in such securities.

	/s/ Pasquale DeAngelis, as member of ProQuest Assoicates II LLC	02/04/2005
	** 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).
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