UNITED STATES

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ol+8z7KzvHafHTykF5uWzsZ4uGuC3P1jgB0ZUHz02cD5Ci64DPfphIaKd/RKQjME MZYLWQO/8eT0iSXF/HR/Jw== 0000950005-10-000021.txt : 20100201 0000950005-10-000021.hdr.sgml : 20100201 20100201172033 ACCESSION NUMBER: 0000950005-10-000021 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100201 DATE AS OF CHANGE: 20100201 GROUP MEMBERS: ALTA BIOPHARMA MANAGEMENT III, LLC GROUP MEMBERS: ALTA BIOPHARMA PARTNERS III GMBH & CO. BETEILIGUNGS KG GROUP MEMBERS: ALTA BIOPHARMA PARTNERS III, L.P. GROUP MEMBERS: ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC GROUP MEMBERS: EDWARD HURWITZ GROUP MEMBERS: EDWARD PENHOET GROUP MEMBERS: FARAH CHAMPSI GROUP MEMBERS: JEAN DELEAGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THRESHOLD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001183765 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943409596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81377 FILM NUMBER: 10564228 BUSINESS ADDRESS: STREET 1: 1300 SEAPORT BOULEVARD CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650 474 8200 MAIL ADDRESS: STREET 1: 1300 SEAPORT BOULEVARD CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALTA BIOPHARMA PARTNERS III LP CENTRAL INDEX KEY: 0001257444 IRS NUMBER: 050573803 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153624022 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 e10007_sc13ga.htm SCHEDULE 13G/A UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

UNDER THE SECURITIES EXCHANGE ACT OF 1934

THRESHOLD PHARMACEUTICALS INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

885807107

(CUSIP Number)

December 31, 2009

(Date of Event That Requires Filing of this Statement)

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

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

*This Amendment No. 1 to Schedule 13G is being filed in order to update our original Schedule 13G, filed with the Securities and Exchange Commission on August 28, 2008.

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).

Page 1 of 15 Pages

CUSIP No. 885807107

Page 2 of 15 Pages

(1) Names of Reporting Persons.

Alta BioPharma Partners III, 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

Delaware

Number Of

Beneficially

Owned By

Each

Reporting

Person With

(5)

Sole Voting Power

1,939,908 (a)

(6)

Shared Voting Power

-0-

(7)

Sole Dispositive Power 1,939,908 (a)

(8)

Shared Dispositive Power -0-

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

1,939,908 (a)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares

(11)

Percent Of Class Represented By Amount In Row (9)

5.7%

(b)

(12)

Type Of Reporting Person

(a)

Alta BioPharma Partners III, L.P. (“ABPIII”) has sole voting and dispositive control over 1,439,921 shares of common stock (“Common Stock”) and warrants to purchase 499,987 shares of Common Stock of Threshold Pharmaceuticals, Inc. (the “Issuer”), except that Alta BioPharma Management III, LLC (“ABMIII”), the general partner of ABPIII, and Jean Deleage (“Deleage”), Farah Champsi (“Champsi”), Edward Hurwitz (“Hurwitz”) and Edward Penhoet (“Penhoet”), directors of ABMPIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about ABPIII is set forth in Attachment A hereto.

(b)

The percentage set forth in row (11) is based on an aggregate of 33,562,488 shares of Common Stock outstanding as of October 31, 2009 as reported in the Issuer’s 10-Q filing for the quarter ended September 30, 2009.

CUSIP No. 885807107

Page 3 of 15 Pages

(1) Names of Reporting Persons.

Alta BioPharma Partners III GmbH & Co. Beteiligungs KG

(2) Check The Appropriate Box If A Member Of A Group

(a)

(b)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

Germany

Number Of

Beneficially

Owned By

Each

Reporting

Person With

(5)

Sole Voting Power

130,282 (c)

(6)

Shared Voting Power

-0-

(7)

Sole Dispositive Power

130,282 (c)

(8)

Shared Dispositive Power

-0-

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

130,282 (c)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares

(11)

Percent Of Class Represented By Amount In Row (9)

0.4%

(b)

(12)

Type Of Reporting Person

(c)

Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”) has sole voting and dispositive control over 96,704 shares of Common Stock and warrants to purchase 33,578 shares of Common Stock, except that ABMIII, the managing limited partner of ABPIIIKG, and Deleage, Champsi, Penhoet, and Hurwitz directors of ABMPIII, may be deemed to share the right to direct the voting and dispositive control over such stock.

CUSIP No. 885807107

Page 4 of 15 Pages

(1) Names of Reporting Persons.

Alta BioPharma Management III, LLC

(2) Check The Appropriate Box If A Member Of A Group

(a)

(b)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

Delaware

Number Of

Beneficially

Owned By

Each

Reporting

Person With

(5)

Sole Voting Power

-0-

(6)

Shared Voting Power

2,070,190 (d)

(7)

Sole Dispositive Power -0-

(8)

Shared Dispositive Power

2,070,190 (d)

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,070,190 (d)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares

(11)

Percent Of Class Represented By Amount In Row (9)

6.1%

(b)

(12)

Type Of Reporting Person

(d)

ABMIII shares voting and dispositive power over the 1,439,921 shares of Common Stock and warrants to purchase 499,987 shares of Common Stock beneficially owned by ABPIII and the 96,704 shares of Common Stock and warrants to purchase 33,578 shares of Common Stock beneficially owned by ABPIIIKG.

CUSIP No. 885807107

Page 5 of 15 Pages

(1) Names of Reporting Persons.

Alta Embarcadero BioPharma Partners III, LLC

(2) Check The Appropriate Box If A Member Of A Group

(a)

(b)

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

California

Number Of

Beneficially

Owned By

Each

Reporting

Person With

(5)

Sole Voting Power

47,806(e)

(6)

Shared Voting Power

-0-

(7)

Sole Dispositive Power 47,806(e)

(8)

Shared Dispositive Power

-0-

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

47,806 (e)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares

(11)

Percent Of Class Represented By Amount In Row (9)

0.1%

(b)

(12)

Type Of Reporting Person

(e)

Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”) has sole voting and dispositive control over 35,485 shares of Common Stock and warrants to purchase 12,321 shares of Common Stock, except that Deleage, Champsi, Penhoet, and Hurwitz, managers of AEBPIII, may be deemed to share the right to direct the voting and dispositive control over such stock.

CUSIP No. 885807107

Page 6 of 15 Pages

(1) Names of Reporting Persons.

Jean Deleage

(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

Beneficially

Owned By

Each

Reporting

Person With

(5)

Sole Voting Power

-0-

(6)

Shared Voting Power

2,117,996 (f)

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power

2,117,996 (f)

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,117,996 (f)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares

(11)

Percent Of Class Represented By Amount In Row (9)

6.2%

(b)

(12)

Type Of Reporting Person

(f)

Deleage shares voting and dispositive control over the 1,439,921 shares of Common Stock and warrants to purchase 499,987 shares of Common Stock beneficially owned by ABPIII, the 96,704 shares of Common Stock and warrant to purchase 33,578 shares of Common Stock beneficially owned by ABPIIIKG, and the 35,485 shares of Common Stock and warrant to purchase 12,321 shares of Common Stock beneficially owned by AEBPIII.

CUSIP No. 885807107

Page 7 of 15 Pages

(1) Names of Reporting Persons.

Farah Champsi

(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

Beneficially

Owned By

Each

Reporting

Person With

(5)

Sole Voting Power

-0-

(6)

Shared Voting Power

2,117,996 (g)

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power

2,117,996 (g)

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,117,996 (g)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares

(11)

Percent Of Class Represented By Amount In Row (9)

6.2%

(b)

(12)

Type Of Reporting Person

(g)

Champsi shares voting and dispositive control over the 1,439,921 shares of Common Stock and warrants to purchase 499,987 shares of Common Stock beneficially owned by ABPIII, the 96,704 shares of Common Stock and warrant to purchase 33,578 shares of Common Stock beneficially owned by ABPIIIKG, and the 35,485 shares of Common Stock and warrant to purchase 12,321 shares of Common Stock beneficially owned by AEBPIII.

CUSIP No. 885807107

Page 8 of 15 Pages

(1) Names of Reporting Persons.

Edward Penhoet

(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

Beneficially

Owned By

Each

Reporting

Person With

(5)

Sole Voting Power

-0-

(6)

Shared Voting Power

2,117,996 (h)

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power

2,117,996 (h)

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,117,996 (h)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares

(11)

Percent Of Class Represented By Amount In Row (9)

6.2%

(b)

(12)

Type Of Reporting Person

(h)

Penhoet shares voting and dispositive control over the 1,439,921 shares of Common Stock and warrants to purchase 499,987 shares of Common Stock beneficially owned by ABPIII, the 96,704 shares of Common Stock and warrant to purchase 33,578 shares of Common Stock beneficially owned by ABPIIIKG, and the 35,485 shares of Common Stock and warrant to purchase 12,321 shares of Common Stock beneficially owned by AEBPIII.

CUSIP No. 885807107

Page 9 of 15 Pages

(1) Names of Reporting Persons.

Edward Hurwitz

(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

Beneficially

Owned By

Each

Reporting

Person With

(5)

Sole Voting Power

-0-

(6)

Shared Voting Power

2,117,996 (i)

(7)

Sole Dispositive Power

-0-

(8)

Shared Dispositive Power

2,117,996 (i)

(9)

Aggregate Amount Beneficially Owned By Each Reporting Person

2,117,996 (i)

(10)

Check If The Aggregate Amount In Row (9) Excludes Certain Shares

(11)

Percent Of Class Represented By Amount In Row (9)

6.2%

(b)

(12)

Type Of Reporting Person

(i)

Hurwitz shares voting and dispositive control over the 1,439,921 shares of Common Stock and warrants to purchase 499,987 shares of Common Stock beneficially owned by ABPIII, the 96,704 shares of Common Stock and warrant to purchase 33,578 shares of Common Stock beneficially owned by ABPIIIKG, and the 35,485 shares of Common Stock and warrant to purchase 12,321 shares of Common Stock beneficially owned by AEBPIII.

CUSIP No. 885807107

Page 10 of 15 Pages

Item 1.

(a)

Name of Issuer: Threshold Pharmaceuticals, Inc. (“Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

1300 Seaport Boulevard

Redwood City, CA 94063

Item 2.

(a)

Name of Person Filing:

Alta BioPharma Partners III, L.P. (“ABPIII”)

Alta BioPharma Management III, LLC (“ABMIII”)

Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”)

Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”)

Jean Deleage (“JD”)

Farah Champsi (“FC”)

Edward Penhoet (“EP”)

Edward Hurwitz (“EH”)

(b)

Address of Principal Business Office:

One Embarcadero Center, Suite 3700

San Francisco, CA 94111

(c)

Citizenship/Place of Organization:

Entities:

ABPIII

Delaware

ABMIII

Delaware

ABPIIIKG

Germany

AEBPIII

California

Individuals:

United States

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number: 885807107

CUSIP No. 885807107

Page 11 of 15 Pages

Item 3.

Not applicable.

Item 4

Ownership.

Please see Attachment A

< /TR>


		ABPIII	ABMIII	ABPIIIKG	AEBPIII
(a)	Beneficial Ownership	1,939,908	2,070,190	130,282	47,806
(b)	Percentage of Class	5.7%	6.1%	0.4%	0.1%
(c)	Sole Voting Power	1,939,908	-0-	130,282	47,806
	Shared Voting Power	-0-	2,070,190	-0-	-0-
	Sole Dispositive Power	1,939,908	-0-	130,282	47,806
	Shared Dispositive Power	-0-	2,070,190	-0-	-0-

		JD	FC	EP	EH
(a)	Beneficial Ownership	2,117,996	2,117,996	2,117,996	2,117,996
(b)	Percentage of Class	6.2%	6.2%	6.2%	6.2%
(c)	Sole Voting Power	-0-	-0-	-0-	-0-
	Shared Voting Power	2,117,996	2,117,996	2,117,996	2,117,996
	Sole Dispositive Power	-0-	-0-	-0-	-0-
	Shared Dispositive Power	2,117,996	2,117,996	2,117,996	2,117,996

CUSIP No. 885807107

Page 12 of 15 Pages

Item 5.

Ownership of Five Percent or Less of a Class

See Item 4

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 or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(J) of the Act.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

EXHIBITS

Joint Filing Statement

CUSIP No. 885807107

Page 13 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.

Date:

January 29, 2010

ALTA BIOPHARMA PARTNERS III, L.P.

ALTA BIOPHARMA MANAGEMENT III, LLC

By: Alta BioPharma Management III, LLC

By: /s/ Jean Deleage

Jean Deleage, Director

ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC

ALTA BIOPHARMA PARTNERS III GMBH &CO.

BETEILIGUNGS KG

By: Alta BioPharma Management III, LLC

By: /s/ Jean Deleage

Jean Deleage, Manager

Jean Deleage, Director

/s/ Jean Deleage

/s/ Farah Champsi

Jean Deleage

Farah Champsi

/s/ Edward Penhoet

/s/ Edward Hurwitz

Edward Penhoet

Edward Hurwitz

CUSIP No. 885807107

Page 14 of 15 Pages

EXHIBIT A

AGREEMENT OF JOINT FILING

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of us.

Date:

January 29, 2010

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.

ALTA BIOPHARMA PARTNERS III, L.P.

ALTA BIOPHARMA MANAGEMENT III, LLC

By: Alta BioPharma Management III, LLC

By: /s/ Jean Deleage

Jean Deleage, Director

ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC

ALTA BIOPHARMA PARTNERS III GMBH &CO.

BETEILIGUNGS KG

By: Alta BioPharma Management III, LLC

By: /s/ Jean Deleage

Jean Deleage, Manager

Jean Deleage, Director

/s/ Jean Deleage

/s/ Farah Champsi

Jean Deleage

Farah Champsi

/s/ Edward Penhoet

/s/ Edward Hurwitz

Edward Penhoet

Edward Hurwitz

CUSIP No. 885807107

Page 15 of 15 Pages

Attachment A

Alta BioPharma Partners III, L.P. beneficially owns 1,439,921 shares of Common Stock and warrants to purchase 499,987 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

Alta BioPharma Partners III GmbH & Co. Beteiligungs KG beneficially owns 96,704 shares of Common Stock and warrants to purchase 33,578 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

Alta Embarcadero BioPharma Partners III, LLC beneficially owns 35,485 shares Common Stock and warrants to purchase 12,321 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.

Alta BioPharma Management III, LLC is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG and may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds. Alta BioPharma Management Partners III, LLC disclaims beneficial ownership of all such shares, except to the extent of its pecuniary interest therein.

Mr. Jean Deleage is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds. Mr. Deleage disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

Ms. Farah Champsi is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. She may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds. Ms. Champsi disclaims beneficial ownership of all such shares, except to the extent of her pecuniary interest therein.

Mr. Edward Hurwitz is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds. Mr. Hurwitz disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

Mr. Edward Penhoet is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds. Mr. Penhoet disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.

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