X0201 3/A 2004-03-16 2004-03-10 0 0001130166 XCYTE THERAPIES INC XCYT 0001161740 ARCH V ENTREPRENEURS FUND LP 8725 WEST HIGGINS ROAD SUITE 290 CHICAGO IL 60631 0 0 1 0 6% Convertible Promissory Note 9.625 2004-03-16 2004-04-30 Common Stock 1429 D Series A Convertible Preferred Stock 2004-03-16 Common Stock 143539 I Footnote Series B Convertible Preferred Stock 2004-03-16 Common Stock 371900 I Footnote Series C Convertible Preferred Stock 2004-03-16 Common Stock 203502 I Footnote Series D Convertible Preferred Stock 2004-03-16 Common Stock 240352 I Footnote Series E Convertible Preferred Stock 2004-03-16 Common Stock 170045 I Footnote Series F Convertible Preferred Stock 2004-03-16 Common Stock 163473 I Footnote Warrants to purchase Common Stock 0.055 2004-03-19 2007-02-04 Common Stock 89002 I Footnote Warrants to purchase Series A Convertible Preferred Stock 5.225 2004-03-19 2007-08-31 Series A Convertible Preferred Stock/Common Stock 50237 I Footnote Warrants to purchase Common Stock 1.65 2004-03-19 2005-08-08 Common Stock 26918 I Footnote Warrants to purchase Common Stock 0.055 2004-03-19 2006-11-12 Common Stock 92580 I Footnote 6% Convertible Promissory Notes 9.625 2004-03-16 2004-04-30 Common Stock 353411 I Footnote These securities are preferred stock of Xcyte Therapies, Inc. and do not have an expiration date. Each share of its preferred stock will convert automatically into one share of common stock upon closing of the initial public offering. Represents securities held by ARCH Venture Fund II, L.P. and ARCH Venture Fund III, L.P., both are affiliated entities of the Reporting Person. ARCH Venture Fund II, L.P. holds 114,832 shares of common stock upon conversion of preferred stock while ARCH Venture Fund III, L.P. holds 28,707 shares of common stock upon conversion of preferred stock. Represents securities held by ARCH Venture Fund II, L.P. and ARCH Venture Fund III, L.P., both are affiliated entities of the Reporting Person. ARCH Venture Fund II, L.P. holds 66,115 shares of common stock upon conversion of preferred stock while ARCH Venture Fund III, L.P. holds 305,785 shares of common stock upon conversion of preferred stock. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents 203,502 shares of common stock upon conversion of preferred stock. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents 240,352 shares of common stock upon conversion of preferred stock. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents 170,045 shares of common stock upon conversion of preferred stock. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents a warrant to purchase 50,237 shares of preferred stock which would convert to common stock upon the closing of initial public offering. Warrant is exercisable at the earlier of the closing of an initial public offering or its expiration date. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents a warrant to purchase 26,918 shares of common stock. Warrant is exercisable at the earlier of a closing of an initial public offering or its expiration date. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents a warrant to purchase 92,580 shares of common stock. Warrant is exercisable at the earlier of a closing of an initial public offering or its expiration date. Represents promissory notes at 6% held by ARCH Venture Fund III, L.P. (AVFIII), Healthcare Focus Fund, L.P. (HFF) and ARCH Venture Fund V, L.P. (AVFV), each of which is an affiliated entity of the Reporting Person. Interest and principal convertible into shares of common stock at the close of the initial public offering. AVF III holds 61,363 shares of common stock upon conversion of promissory notes, AVF V holds 212,009 shares of common stock upon conversion of promissory notes and HFF holds 80,039 shares of common stock upon conversion of promissory notes. In addition, AVFV, AVFIII and HFF each hold a warrant to purchase shares of common stock; however, these warrants are null and void if the company completes its initial public offering, and as such are not reported. Warrant is exercisable at the earlier of a closing 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. Represents a promissory note at 6%; interest and principal convertible into shares of common stock at the closing of the initial public offering at $9.625 per share. The reporting person also holds 219 warrants to purchase common stock; however, the warrants are null and void if the company completes its initial public offering, and as such are not reported. 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. Share amounts reflect a 5.5 to 1 reverse stock split effective immediately prior to the closing of the initial public offering. Represents securities held by Healthcare Fund, L.P., an affiliated entity of the Reporting Person. Represents 163,473 shares of common stock upon conversion of preferred stock. Represents securities held by Healthcare Fund, L.P., an affiliated entity of the Reporting Person. Represents a warrant to purchase 89,002 shares of common stock. ARCH V Entrepreneurs Fund, 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 2004-03-16