SC 13G/A 1 v304492_sc13g-a.htm AMENDMENT NO. 2 TO SCHEDULE 13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Threshold Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

885807 20 6

(CUSIP Number)

 

 

February 28, 2012**

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

     Rule 13d-1(b)
     
X    Rule 13d-1(c)
     
     Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

**On February 28, 2012, HealthCare Ventures VIII, L.P. distributed to its limited partners the shares of Threshold Pharmaceuticals, Inc. common stock, $.001 par value per share, owned by it.

 

 
 

 

 

CUSIP No.  885807 20 6 13G Page 2 of 15 Pages

  

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

HealthCare Ventures VIII, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)   £

(b)   £

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

 

                              

NUMBER OF

5

SOLE VOTING POWER

 

 

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

1,216,507

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

 

 

WITH

 

 

8

SHARED DISPOSITIVE POWER

 

1,216,507

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,216,507

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

£ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.4%

12

TYPE OF REPORTING PERSON*

 

PN

       

 

 
 

 

CUSIP No.  885807 20 6 13G Page 3 of 15 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

HealthCare Partners VIII, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)   £

(b)   £

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

 

                              

NUMBER OF

5

SOLE VOTING POWER

 

 

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

1,216,507

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

 

 

WITH

 

 

8

SHARED DISPOSITIVE POWER

 

1,216,507

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,216,507

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

£ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.4%

12

TYPE OF REPORTING PERSON*

 

PN

       

 
 

 

CUSIP No.  885807 20 6 13G Page 4 of 15 Pages

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

HealthCare Partners VIII, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   £

(b)   £

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

 

                              

NUMBER OF

5

SOLE VOTING POWER

 

 

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

1,216,507

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

 

 

WITH

 

 

8

SHARED DISPOSITIVE POWER

 

1,216,507

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,216,507

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.4%

12

TYPE OF REPORTING PERSON*

 

OO

       

 
 

 

 

CUSIP No.  885807 20 6 13G Page 5 of 15 Pages

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

James H. Cavanaugh, Ph.D.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  £

(b)  £

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

 

                              

NUMBER OF

5

SOLE VOTING POWER

 

 

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

1,216,507

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

 

 

WITH

 

 

8

SHARED DISPOSITIVE POWER

 

1,216,507

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,216,507

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

£ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.4%

12

TYPE OF REPORTING PERSON*

 

IN

       

 

 

 
 

 

CUSIP No.  885807 20 6 13G Page 6 of 15 Pages

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Christopher Mirabelli, Ph.D.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   £

(b)  £

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

 

                              

NUMBER OF

5

SOLE VOTING POWER

 

 

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

1,216,507

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

 

 

WITH

 

 

8

SHARED DISPOSITIVE POWER

 

1,216,507

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,216,507

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

£ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.4%

12

TYPE OF REPORTING PERSON*

 

IN

       

 

 
 

 

CUSIP No.  885807 20 6 13G Page 7 of 15 Pages

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Harold R. Werner

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   £

(b)   £

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

 

                              

NUMBER OF

5

SOLE VOTING POWER

 

 

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

1,216,507

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

 

 

WITH

 

 

8

SHARED DISPOSITIVE POWER

 

1,216,507

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,216,507

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

£ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.4%

12

TYPE OF REPORTING PERSON*

 

IN

       

 

 
 

 

CUSIP No.  885807 20 6 13G Page 8 of 15 Pages

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

John W. Littlechild

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   £

(b)   £

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

 

                              

NUMBER OF

5

SOLE VOTING POWER

 

 

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

1,216,507

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

 

 

WITH

 

 

8

SHARED DISPOSITIVE POWER

 

1,216,507

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,216,507

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

£ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.4%

12

TYPE OF REPORTING PERSON*

 

IN

       

 

 

 
 

 

CUSIP No.  885807 20 6 13G Page 9 of 15 Pages

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Augustine Lawlor

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   £

(b)   £

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

 

                              

NUMBER OF

5

SOLE VOTING POWER

 

 

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

1,216,507

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER

 

 

WITH

 

 

8

SHARED DISPOSITIVE POWER

 

1,216,507

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,216,507

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

£ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.4%

12

TYPE OF REPORTING PERSON*

 

IN

       

 
 

 

CUSIP No.  885807 20 6 13G Page 10 of 15 Pages

 

 

Item 1.

 

(a)Name of Issuer

 

Threshold Pharmaceuticals, Inc.

 

(b)Address of Issuer’s Principal Executive Offices

 

170 Harbor Way, Suite 300
South San Francisco, CA 94080

 

Item 2.

 

(a)Name of Person Filing

 

HealthCare Ventures VIII, L.P. (“HCVVIII”)
HealthCare Partners VIII, L.P. (“HCPVIII”)
HealthCare Partners VIII, LLC (“HCP VIII LLC”)
James H. Cavanaugh, Ph.D. (“Cavanaugh”)
Christopher Mirabelli, Ph.D. (“Mirabelli”)
Harold R. Werner (“Werner”)
John W. Littlechild (“Littlechild”)
Augustine Lawlor (“Lawlor”)

 

See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them. 1

 

(b)Address of Principal Business Office or, if none, Residence

 

The business address for each of HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor is 55 Cambridge Parkway, Cambridge, Massachusetts 02142.

 

(c)Citizenship

 

HCVVIII and HCPVIII are limited partnerships organized under the laws of the State of Delaware. HCP VIII LLC is a limited liability company organized under the laws of the State of Delaware. Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, and Lawlor are each United States citizens.

 

 

 

 

1 Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor are the Managing Directors of HCP VIII LLC. HCP VIII LLC is the General Partner of HCPVIII, which is the General Partner of HCVVIII, the record holder of the securities.

 

 

 
 

 

CUSIP No.  885807 20 6 13G Page 11 of 15 Pages

 

 

(d)Title of Class of Securities

 

Common Stock, $0.001 par value per share (the “Common Stock”)

 

(e)CUSIP Number

 

885807 20 6

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: NOT APPLICABLE.

 

(a)   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b)   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d)   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e)   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f)   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g)   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
(h)   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i)   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
(j)   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)Amount beneficially owned:

 

As of February 28, 2012: Each of HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor beneficially owned 1,216,507 shares of the Issuer’s Common Stock, consisting of immediately exercisable warrants to purchase the same number of shares of the Issuer’s Common Stock.

 

 
 

 

CUSIP No.  885807 20 6 13G Page 12 of 15 Pages

 

 

(b)Percent of class: (Taking into consideration that 50,344,982 shares of the Issuer’s Common Stock are issued and outstanding, which includes the (i) 49,128,475 shares of the Issuer’s Common Stock issued and outstanding as of October 31, 2011, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 3, 2011 for the period ended September 30, 2011; and (ii) an aggregate of 1,216,507 shares of the Issuer’s Common Stock underlying the warrants beneficially owned by the Reporting Persons).

 

As of February 28, 2012: The 1,216,507 shares of the Issuer’s Common Stock beneficially owned by each of HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner and Littlechild constituted 2.4% of the shares outstanding.

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or to direct the vote – Not Applicable.

 

(ii)Shared power to vote or to direct the vote –

 

HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor share the power to vote or direct the vote of those shares owned by HCVVIII.

 

(iii)Sole power to dispose or to direct the disposition of – Not Applicable.

 

(iv)Shared power to dispose or to direct the disposition of –

 

HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor share the power to dispose of or direct the disposition of those shares owned by HCVVIII.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

 
 

 

CUSIP No.  885807 20 6 13G Page 13 of 15 Pages

 

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable

 

Item 10. Certification

 

Not Applicable.

 

 
 

 

 

CUSIP No.  885807 20 6 13G Page 14 of 15 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

March 1, 2012

HealthCare Ventures VIII, L.P.

By: its General Partner, HealthCare Partners VIII, L.P.

By: its General Partner, HealthCare Partners VIII, LLC

     
  By: /s/ Jeffrey Steinberg
    Jeffrey Steinberg, Administrative Officer
     
March 1, 2012

HealthCare Partners VIII, L.P.

By: its General Partner, HealthCare Partners VIII, LLC

     
  By: /s/ Jeffrey Steinberg
    Jeffrey Steinberg, Administrative Officer
     
March 1, 2012 HealthCare Partners VIII, LLC
     
  By: /s/Jeffrey Steinberg
    Jeffrey Steinberg, Administrative Officer
     
March 1, 2012 /s/Jeffery Steinberg, Attorney-in-Fact
  James H. Cavanaugh, Ph.D.
     
March 1, 2012 /s/Jeffrey Steinberg, Attorney-in-Fact
  Christopher Mirabelli, Ph.D.
     
March 1, 2012 /s/Jeffrey Steinberg, Attorney-in-Fact
  Harold R. Werner
     
March 1, 2012 /s/Jeffrey Steinberg, Attorney-in-Fact
  John W. Littlechild
     
March 1, 2012 /s/Jeffrey Steinberg, Attorney-in-Fact
  Augustine Lawlor

 

 
 

 

CUSIP No.  885807 20 6 13G Page 15 of 15 Pages

 

EXHIBIT A

AGREEMENT

JOINT FILING OF SCHEDULE 13G

 

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Threshold Pharmaceuticals, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.

 

March 1, 2012

HealthCare Ventures VIII, L.P.

By: its General Partner, HealthCare Partners VIII, L.P.

By: its General Partner, HealthCare Partners VIII, LLC

     
  By: /s/ Jeffrey Steinberg
    Jeffrey Steinberg, Administrative Officer
     
March 1, 2012

HealthCare Partners VIII, L.P.

By: its General Partner, HealthCare Partners VIII, LLC

     
  By: /s/ Jeffrey Steinberg
    Jeffrey Steinberg, Administrative Officer
     
March 1, 2012 HealthCare Partners VIII, LLC
     
  By: /s/Jeffrey Steinberg
    Jeffrey Steinberg, Administrative Officer
     
March 1, 2012 /s/Jeffery Steinberg, Attorney-in-Fact
  James H. Cavanaugh, Ph.D.
     
March 1, 2012 /s/Jeffrey Steinberg, Attorney-in-Fact
  Christopher Mirabelli, Ph.D.
     
March 1, 2012 /s/Jeffrey Steinberg, Attorney-in-Fact
  Harold R. Werner
     
March 1, 2012 /s/Jeffrey Steinberg, Attorney-in-Fact
  John W. Littlechild
     
March 1, 2012 /s/Jeffrey Steinberg, Attorney-in-Fact
  Augustine Lawlor