X0303 4 2009-10-05 0001183765 THRESHOLD PHARMACEUTICALS INC THLD 0001339801 SWEET DAVID E 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO CA 94304-1005 1 Common Stock 2009-10-05 4 P 0 9497 1.91 A 28364 I By Profit Sharing Plan Trust Common Stock 2302 I By Trust Common Stock Warrant 2.23 2009-10-05 4 P 0 3798 1.91 A 2009-10-05 2014-10-05 Common Stock 3798 3798 I By Profit Sharing Plan Trust Acquired from the issuer pursuant to a Securities Purchase Agreement dated September 29, 2009, with a closing date of October 5, 2009. Purchase price per unit. Each unit consists of 1 common share and a warrant to purchase 0.4 of a share of common stock at an exercise price of $2.23 per share. Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. This Form 4 excludes certain shares held by Sutter Hill Ventures, A California Limited Partnership which are reported separately on Form 4 dated October 5, 2009. The reporting person is a Managing Director of the General Partner of this partnership and disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. This Form 4 also excludes certain shares held by Sutter Hill Entrepreneurs Fund (AI), LP and Sutter Hill Entrepreneurs Fund (QP), LP which have previously been reported here. In the future, when there are activities in these partnerships, these certain shares will also be reported separately. The reporting person is a Managing Director of the General Partner of these partnerships and disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. Robert Yin, by power of attorney 2009-10-07