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 CA 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)
08/29/2007
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)
Code V Amount (A) or (D) Price
Common Stock 08/29/2007 P 240(1) A $5.7475 271,100(1) I See footnote(1)
Common Stock 08/29/2007 P 4(2) A $5.7475 4,672(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents the indirect interest of Dr. Goldfischer in 3,902 shares of Common Stock purchased by Bay City Capital Fund IV, L.P. ("Fund IV") on August 29, 2007, resulting in 4,399,258 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 84 shares of Common Stock purchased by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment IV") on August 29, 2007, resulting in 94,825 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 08/31/2007
** 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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