X0303 4 2011-03-11 0001183765 THRESHOLD PHARMACEUTICALS INC THLD 0001199037 GAITHER JAMES C 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO CA 94304-1005 1 Common Stock 2011-03-11 4 P 0 5278.0000 2.1000 A 11893.0000 I By Ltd Partnership Common Stock 2011-03-11 4 P 0 5278.0000 2.1000 A 29079.0000 I By Trust Common Stock Warrant 2.4600 2011-03-11 4 P 0 2111.0000 2.1000 A 2011-03-16 2016-03-16 Common Stock 2111.0000 2111.0000 I By Ltd Partnership Common Stock Warrant 2.4600 2011-03-11 4 P 0 2111.0000 2.1000 A 2011-03-16 2016-03-16 Common Stock 2111.0000 2111.0000 I By Trust Acquired from Issuer pursuant to Underwriting Agreement dated March 11, 2011. 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 $2.46 per share. Shares held by a limited partnership of which the reporting person is the trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. Shares held by a trust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. Robert Yin, by power of attorney 2011-03-15