X0203 3 2008-08-29 0 0001183765 THRESHOLD PHARMACEUTICALS INC THLD 0001201719 SANDS GREGORY P 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO CA 943041005 0 0 1 0 Common Stock 3291 D Common Stock 3960 I By Ltd Partnership (SHAI) Common Stock 10028 I By Ltd Partnership (SHQP) Common Stock 2535249 I By Ltd Partnership (SHV) Common Stock 47702 I By Trust Common Stock 4014 I By Trust (CRT) Common Stock Warrant 2.34 2008-08-29 2013-08-29 Common Stock 879720 I By Ltd Partnership (SHV) Common Stock Warrant 2.34 2008-08-29 2013-08-29 Common Stock 17594 I By Trust 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 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 a charitable remainder unitrust 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. By: Robert Yin, by power of attorney 2008-09-08