SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOLDFISCHER CARL

(Last)

(First)

(Middle)

BAY CITY CAPITAL LLC

750 BATTERY STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PONIARD PHARMACEUTICALS, INC. [ PARD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/14/2007		P		28⁽¹⁾	A	$5.5	270,636⁽¹⁾	I	See footnote⁽¹⁾
Common Stock	08/14/2007		P		1⁽²⁾	A	$5.5	4,665⁽²⁾	I	See footnote⁽²⁾
Common Stock	08/16/2007		P		223⁽¹⁾	A	$5.4838	270,859⁽¹⁾	I	See footnote⁽¹⁾
Common Stock	08/16/2007		P		4⁽²⁾	A	$5.4838	4,669⁽²⁾	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the indirect interest of Dr. Goldfischer in (i) 458 shares of Common Stock purchased by Bay City Capital Fund IV, L.P. ("Fund IV") on August 14, 2007, resulting in 4,391,734 shares of Common Stock held by Fund IV after such purchase and (ii) 3,622 shares of Common Stock purchased by Fund IV on August 16, 2007, resulting in 4,395,356 shares of Common Stock held by Fund IV after such purchase. Dr. Goldfischer is a limited partner in Fund IV and a member of Bay City Capital Management IV, LLC ("Management IV"), the general partner of Fund IV. Dr. Goldfischer is also a member and manager of Bay City Capital LLC ("BCC"), a member and the manager of Management IV. Dr. Goldfischer disclaims any beneficial ownership in any of such shares.

2. Represents the indirect interest of Dr. Goldfischer in (i) 10 shares of Common Stock purchased by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment IV") on August 14, 2007, resulting in 94,663 shares of Common Stock held by Co-Investment IV after such purchase and (ii) 78 shares of Common Stock purchased by Co-Investment IV on August 16, 2007, resulting in 94,741 shares of Common Stock held by Co-Investment IV after such purchase. Dr. Goldfischer is a member of Management IV, the general partner of Co-Investment IV. Dr. Goldfischer is also a member and manager of BCC, a member and the manager of Management IV. Dr. Goldfischer disclaims any beneficial ownership in any of such shares.

	/s/ Carl Goldfischer	08/16/2007
	** 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 4 (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).
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