X0201 4/A 2004-03-19 2004-03-22 0 0001130166 XCYTE THERAPIES INC XCYT 0001031836 ARCH VENTURE FUND III L P 8725 W HIGGINS ROAD SUITE 290 CHICAGO IL 60631 0 0 1 0 Series A Convertible Preferred Stock 2004-03-19 4 C 0 157890 0 D 2004-03-19 Common 28707 0 D Series B Convertible Preferred Stock 2004-03-19 4 C 0 1681818 0 D 2004-03-19 Common 305785 0 D Series C Convertible Preferred Stock 2004-03-19 4 C 0 1119265 0 D 2004-03-19 Common 203502 0 D Series D Convertible Preferred Stock 2004-03-19 4 C 0 1321942 0 D 2004-03-19 Common 240352 0 D Series E Convertible Preferred Stock 2004-03-19 4 C 0 935251 0 D 2004-03-19 Common 170045 0 D Warrants to purchase Series A Convertible Preferred 2004-03-19 4 C 0 50237 0 D 2004-03-19 2007-08-31 Common 17425 0 D Warrants to purchase Common Stock 2004-03-19 4 C 0 26918 0 D 2004-03-19 2005-08-08 Common 21365 0 D Warrants to purchase Common Stock 2004-03-19 4 C 0 92580 0 D 2004-03-19 2006-11-12 Common 91943 0 D 6% Convertible Promissory Notes 2004-03-19 4 C 0 354840 0 D 2004-03-19 2004-04-30 Common 354837 0 D Series A Convertible Preferred Stock 2004-03-19 4 C 0 631579 0 D 2004-03-19 Common 114832 0 I Footnote Series B Convertible Preferred 2004-03-19 4 C 0 363636 0 D 2004-03-19 Common 66115 0 I Footnote Series F Convertible Preferred Stock 2004-03-19 4 C 0 899104 0 D 2004-03-19 Common 163473 0 I Footnote Warrants to purchase Common Stock 2004-03-19 4 C 0 89002 0 D 2004-03-19 2007-02-04 Common 88390 0 I Footnote This filing amends the original filing made on March 22, 2004. On the original filing, the derivative securities were classified incorrectly as being acquired. This filing is being made to properly classify these securities as being disposed of by the reporting person. The reporting person holds 28,707 shares of common stock issued upon the automatic conversion of preferred stock upon the closing of Xcyte's initial public offering on March 19, 2004. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. The reporting person holds 305,785 shares of common stock issued upon the automatic conversion of preferred stock upon the closing of Xcyte's initial public offering on March 19, 2004. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. The reporting person holds 203,502 shares of common stock issued upon the automatic conversion of preferred stock upon the closing of Xcyte's initial public offering on March 19, 2004. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. The reporting person holds 240,352 shares of common stock issued upon the automatic conversion of preferred stock upon the closing of Xcyte's initial public offering on March 19, 2004. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. The reporting person holds 170,045 shares of common stock issued upon the automatic conversion of preferred stock upon the closing of Xcyte's initial public offering on March 19, 2004. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. The reporting person holds a warrant to purchase 50,237 shares of preferred stock, which shares automatically converted to common stock upon the close of initial public offering. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. The reporting person holds a warrant to purchase 26,918 shares of common stock. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. The reporting person holds a warrant to purchase 92,580 shares of common stock. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. 1Represents promissory notes at 6% held by ARCH Venture Fund V, L.P. (AVFV), ARCH V Entrepreneurs Fund, L.P. (AVEF) and Healthcare Focus Fund, L.P. (HFF), each of which is an affiliated entity of the Reporting Person. Promissory notes were convertible into common stock anytime prior to the maturity date, April 30, 2004. Interest and principal automatically converted into shares of common stock at the close of the initial public offering at $9.625 per share. AVFV, L.P. holds 212,008 shares of common stock upon conversion of promissory notes, AVEF holds 1,428 shares of common stock upon conversion of promissory notes, and HFF holds 80,038 shares of common stock upon conversion of promissory notes. Represents securities held by Healthcare Focus Fund, L.P., an affiliated entity of the Reporting Person. Warrant is exercisable at the earlier of a close on an initial public offering or its expiration date. Represents 163,473 shares of common stock issued upon the automatic conversion of preferred stock held by Healthcare Focus Fund, L.P, an affiliated entity of the Reporting Person upon the closing of Xcyte's initial public offering on March 19, 2004. These securities are preferred stock of Xcyte Therapies and do not have an expiration date. Each share of preferred stock automatically converted into one share of Xcyte's common stock upon the closing of Xcyte's initial public offering on March 19, 2004. Represents securities held by ARCH Venture Fund II, L.P., an affiliated entity of the Reporting Person. ARCH Venture Fund II, L.P. holds 114,832 shares of common stock issued upon the automatic conversion of preferred stock upon the closing of Xcyte's initial public offering on March 19, 2004. Represents securities held by ARCH Venture Fund II, L.P., an affiliated entity of the Reporting Person. ARCH Venture Fund II, L.P. holds 66,115 shares of common stock issued upon the automatic conversion of preferred stock upon the closing of Xcyte's initial public offering on March 19, 2004. ARCH Venture Fund III, L.P., By: ARCH Venture Partners, LLC, Its General Partner, By: Keith Crandell, Managing Director /S/ Keith Crandell 2004-03-23