X0201 4 2004-03-19 0 0001130166 XCYTE THERAPIES INC XCYT 0001161740 ARCH V ENTREPRENEURS FUND LP 8725 W. HIGGINS ROAD SUITE 290 CHICAGO IL 60631 0 0 1 0 Common Stock 2004-03-19 4 C 0 1428 0 A 1428 D Common Stock 2004-03-19 4 C 0 1865343 0 A 1865343 I Footnote Common Stock 2004-03-19 4 P 0 187500 8 A 2052847 I Footnote 6% Convertible Promissory Notes 2004-03-19 4 C 0 1428 0 D 2004-03-19 2004-04-30 Common 1428 0 D Series A Convertible Preferred Stock 2004-03-19 4 C 0 789469 0 D 2004-03-19 Common 143539 0 I Footnote Series B Convertible Preferred Stock 2004-03-19 4 C 0 2045454 0 D 2004-03-19 Common 371900 0 I Footnote Series C Convertible Preferred Stock 2004-03-19 4 C 0 1119265 0 D 2004-03-19 Common 203502 0 I Footnote Series D Convertible Preferred Stock 2004-03-19 4 C 0 1321942 0 D 2004-03-19 Common 240352 0 I Footnote Series E Convertible Preferred Stock 2004-03-19 4 C 0 935251 0 D 2004-03-19 Common 170045 0 I Footnote 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 I Footnote Warrants to purchase Common Stock 2004-03-19 4 C 0 26918 0 D 2004-03-19 2005-08-08 Common 21365 0 I Footnote Warrants to purchase Common Stock 2004-03-19 4 C 0 92580 0 D 2004-03-19 2006-11-12 Common 91943 0 I Footnote 6% Convertible Promissory Notes 2004-03-19 4 C 0 353409 0 D 2004-03-19 2004-04-30 Common 353409 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 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 212,008 shares held by ARCH Venture Fund V, 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 Xcyte's 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. 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. 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. 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. 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. 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. 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. 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. 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. 1Represents promissory notes at 6% held by ARCH Venture Fund III, L.P. (AVFIII), ARCH Venture Fund V, L.P. (AVF V) 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, AVFV holds 212,008 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 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 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 /S/ Keith Crandell 2004-03-23