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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* ALTA BIOPHARMA PARTNERS III LP (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner
	3. Date of Earliest Transaction (Month/Day/Year) 10/05/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	10/05/2009		P		239,768	A	$1.91	1,439,921	D(1)(2)
Common Stock	10/05/2009		P		16,103	A	$1.91	96,704	I	See footnotes(2)(3)
Common Stock	10/05/2009		P		5,909	A	$1.91	35,485	I	See footnotes(2)(4)

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
Warrant	$2.23	10/05/2009		P		95,907		(5)	10/05/2014	Common Stock	95,907	$0.00(6)	499,987	D(1)(2)
Warrant	$2.23	10/05/2009		P		6,441		(5)	10/05/2014	Common Stock	6,441	$0.00(6)	33,578	I	See footnotes(2)(3)
Warrant	$2.23	10/05/2009		P		2,363		(5)	10/05/2014	Common Stock	2,363	$0.00(6)	12,321	I	See footnotes(2)(4)

1. Name and Address of Reporting Person* ALTA BIOPHARMA PARTNERS III LP (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

1. Name and Address of Reporting Person* ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

1. Name and Address of Reporting Person* ALTA BIOPHARMA MANAGEMENT III LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

1. Name and Address of Reporting Person* ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

1. Name and Address of Reporting Person* DELEAGE JEAN (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

1. Name and Address of Reporting Person* CHAMPSI FARAH (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94132 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

1. Name and Address of Reporting Person* PENHOET EDWARD (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

1. Name and Address of Reporting Person* HURWITZ EDWARD (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

Explanation of Responses:

1. These securities are held of record by Alta BioPharma Partners III, L.P.("ABPIII").

2. Alta BioPharma Management III, LLC ("ABMIII") is the General Partner of ABPIII and Managing Limited Partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG"). Jean Deleage, Farah Champsi, Edward Penhoet, and Edward Hurwitz are directors of ABMIII and managers of Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII" and, along with ABPIII and ABPIIIKG, the "Funds") and they exercise shared voting and investment power with respect to the shares owned by the Funds. Each reporting persons disclaims beneficial ownership of such securities, except to the extend of his or her pecuniary interest therein.

3. These securities are held of record by ABPIIIKG.

4. These securities are held of record by AEBPIII.

5. These warrants are immediately exercisable.

6. These warrants were issued pursuant to Securities Purchase Agreement ("SPA") dated September 29, 2009. For every share of stock purchased at $1.91 according to the SPA, 0.4 share of warrant was issued.

Remarks:

	By Alta BioPharma Management III, LLC, /s/ Jean Deleage, Director	10/06/2009
	Alta BioPharma Management III, LLC, It's General Partner, /s/ Jean Deleage, Director	10/06/2009
	/s/ Jean Deleage, Director	10/06/2009
	/s/ Jean Deleage, Manager	10/06/2009
	/s/ Jean Deleage	10/06/2009
	/s/ Farah Champsi	10/06/2009
	/s/ Edward Penhoet	10/06/2009
	/s/ Edward Hurwitz	10/06/2009
	** Signature of Reporting Person	Date
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