SEC FORM 4

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^*

TIDMARSH GEORGE F

(Last)

(First)

(Middle)

C/O THRESHOLD PHARMACEUTICALS, INC.

1300 SEAPORT BOULEVARD, 5TH FLOOR

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [ THLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Founder and President

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2005		P		100	A	$5.99	988,319⁽¹⁾	D
Common Stock	03/10/2005		P		100	A	$5.99	988,419⁽¹⁾	D
Common Stock	03/10/2005		P		100	A	$5.92	988,519⁽¹⁾	D
Common Stock	03/10/2005		P		200	A	$5.93	988,719⁽¹⁾	D
Common Stock	03/10/2005		P		700	A	$5.94	989,419⁽¹⁾	D
Common Stock	03/10/2005		P		900	A	$5.974	990,319⁽¹⁾	D
Common Stock	03/10/2005		P		900	A	$5.977	991,219⁽¹⁾	D
Common Stock	03/11/2005		P		541	A	$5.96	991,760⁽¹⁾	D
Common Stock	03/11/2005		P		400	A	$5.81	992,160⁽¹⁾	D
Common Stock	03/11/2005		P		59	A	$5.9117	992,219⁽¹⁾	D
Common Stock								6,072	I	Held by son⁽²⁾
Common Stock								6,072	I	Held by son⁽²⁾
Common Stock								6,072	I	Held by son⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Of these shares, (i) 158,772 shares remain subject to a right of repurchase by Threshold Pharmaceuticals, Inc., which right of repurchase lapses in equal monthly installments on the 17th day of each month, (ii) 44,978 shares remain subject to a right of repurchase by Threshold Pharmaceuticals, Inc., which right of repurchase lapses as to 1,406 shares on the 17th day of each month and (iii) 239,085 shares remain subject to a right of repurchase by Threshold Pharmaceuticals, Inc., which right of repurchase lapses in equal monthly installments on the 10th day of each month. The total aggregate number of shares does not include 18,216 shares which are held by George F. Tidmarsh's sons.

2. These shares are held by George F. Tidmarsh's son. George F. Tidmarsh has voting control of the shares and disclaims beneficial ownership of the shares.

	/s/ George F. Tidmarsh	03/15/2005
	** 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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