X0306 5 2012-12-31 0 0 0001183765 THRESHOLD PHARMACEUTICALS INC THLD 0001197647 COXE TENCH 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO CA 94304-1005 1 Common Stock 2012-01-01 5 J 0 0.0000 0.0000 D 91766.0000 I By Ltd Partnership Common Stock 2012-11-12 5 G 0 228310.0000 0.0000 A 320076.0000 I By Ltd Partnership Common Stock 2012-11-12 5 G 0 228310.0000 0.0000 D 203321.0000 I By Trust Common Stock 3960.0000 I By Ltd Partnership (SHAI) Common Stock 10028.0000 I By Ltd Partnership (SHQP) Common Stock 3983645.0000 I By Ltd Partnership (SHV) Common Stock 155090.0000 I By Profit Sharing Plan Trust Transfer of family limited partnership interest to other family limited partners. Shares held by a limited partnership of which the reporting person is a 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. Gift without consideration. 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. Shares held by Sutter Hill Entrepreneurs Fund (AI), L.P. The reporting person is a Managing Director of the General Partner of Sutter Hill Entrepreneurs Fund (AI), L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. Shares held by Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person is a Managing Director of the General Partner of Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. Shares held by Sutter Hill Ventures, A California Limited Partnership. The reporting person is a Managing Director of the General Partner of Sutter Hill Ventures, A California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person. /s/ Robert Yin, by power of attorney 2013-02-13