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*
ARCH VENTURE FUND V LP

(Last) (First) (Middle)
8725 W. HIGGINS ROAD
SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
XCYTE THERAPIES INC [ XCYT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2004
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 03/19/2004 C 212,008 A $0 212,008(15) D
Common Stock 03/19/2004 C 1,654,763 A $0 1,654,763 I Footnote(1)
Common Stock 03/19/2004 P 137,500 A $8 349,508(14) D
Common Stock 03/19/2004 P 50,000 A $8 1,704,763 I Footnote(1)
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
6% Convertible Promissory Notes (15) 03/19/2004 C 212,008(15) 03/19/2004 04/30/2004(15) Common 212,008 $0 0 D
Series A Convertible Preferred Stock (2) 03/19/2004 C 789,469(2) 03/19/2004 (13) Common 143,539 $0 0 I(2) Footnote(2)
Series B Convertible Preferred Stock (3) 03/19/2004 C 2,045,454(3) 03/19/2004 (13) Common 371,900 $0 0 I(3) Footnote(3)
Series C Convertible Preferred Stock (4) 03/19/2004 C 1,119,265(4) 03/19/2004 (13) Common 203,502 $0 0 I(4) Footnote(4)
Series D Convertible Preferred Stock (5) 03/19/2004 C 1,321,942(5) 03/19/2004 (13) Common 240,352 $0 0 I(5) Footnote(5)
Series E Convertible Preferred Stock (6) 03/19/2004 C 935,251(6) 03/19/2004 (13) Common 170,045 $0 0 I(6) Footnote(6)
Warrants to purchase Series A Convertible Preferred Stock (7) 03/19/2004 C 50,237(7) 03/19/2004 08/31/2007(7) Common 17,425 $0 0 I(7) Footnote(7)
Warrants to purchase Common Stock (8) 03/19/2004 C 26,918(8) 03/19/2004 08/08/2005(8) Common 21,365 $0 0 I(8) Footnote(8)
Warrants to purchase Common Stock (9) 03/19/2004 C 92,580(9) 03/19/2004 11/12/2006(9) Common 91,943 $0 0 I(9) Footnote(9)
6% Convertible Promissory Notes (10) 03/19/2004 C 142,829(10) 03/19/2004 04/30/2004(10) Common 142,829 $0 0 I(10) Footnote(10)
Series F Convertible Preferred Stock (12) 03/19/2004 C 899,104(12) 03/19/2004 (13) Common 163,473 $0 0 I(12) Footnote(12)
Warrants to purchase Common Stock (11) 03/19/2004 C 89,002(11) 03/19/2004 02/04/2007(11) Common 88,390 $0 0 I(11) Footnote(11)
Explanation of Responses:
1. The amount reported in Column 4 includes 180,947 shares held by ARCH Venture Fund II, L.P., 331,901 shares held by Healthcare Focus Fund, L.P., 1,140,487 shares held by ARCH Venture Fund III and 1,428 shares held by ARCH V Entrepreneurs Fund, L.P. Each of these entities are an affiliated entities of the reporting person, and the shares were acquired upon conversions of securities described in footnotes below. Each of the entities disclaims beneficial ownership of such securities and those purchased in the initial public offering 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.
2. Represents securities held by ARCH Venture Fund II, L.P. and ARCH Venture Fund III, L.P., both is 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 while ARCH Venture Fund III, L.P. 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.
3. Represents securities held by ARCH Venture Fund II, L.P. and ARCH Venture Fund III, L.P., both is 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 while ARCH Venture Fund III, L.P. 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.
4. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. ARCH Venture Fund III, L.P. 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.
5. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. ARCH Venture Fund III, L.P. 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.
6. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. ARCH Venture Fund III, L.P. 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.
7. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. ARCH Venture Fund III, L.P. 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.
8. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. ARCH Venture Fund III, L.P. 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.
9. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. ARCH Venture Fund III, L.P. 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.
10. Represents promissory notes at 6% held by ARCH Venture Fund III, L.P. (AVFIII), 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. AVFIII, L.P. holds 61,363 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.
11. 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.
12. 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.
13. 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.
14. The amount in column 4 represents shares of common stock purchased in Xcyte's initial public offering. 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.
15. Represents a promissory note at 6%. Promissory note was 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. 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.
ARCH Venture Fund V, L.P., By: ARCH Venture Partners V, L.P., Its: General Partner, By: ARCH Venture Partners V, LLC, Its: General Partner, By: Keith Crandell, Managing Director, By:/s/Keith Crandell 03/22/2004
** 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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