X0201 3 2004-03-10 0 0001130166 XCYTE THERAPIES INC XCYT 0001219039 CRANDELL KEITH 8725 W. HIGGINS, SUITE 290 CHICAGO IL 60631 0 0 1 0 Series A Convertible Preferred Stock 2004-03-10 Common Stock 143539 I Footnote Series B Convertible Preferred Stock 2004-03-10 Common Stock 371900 I Footnote Series C Convertible Preferred Stock 2004-03-10 Common Stock 203502 I Footnote Series D Convertible Preferred Stock 2004-03-10 Common Stock 240352 I Footnote Series E Convertible Preferred Stock 2004-03-10 Common Stock 170045 I Footnote Series F Convertible Preferred Stock 2004-03-10 Common Stock 163473 I Footnote Warrants to purchase Series A Convertible Preferred Stock 5.225 2004-03-16 2007-08-31 Series A Convertible Preferred Stock/Common Stock 50237 I Footnote Warrants to purchase Common Stock 1.65 2004-03-16 2005-08-08 Common Stock 26918 I Footnote Warrants to purchase Common Stock 0.055 2004-03-16 2006-11-12 Common Stock 92580 I Footnote Warrants to purchase Common Stock 0.055 2004-03-16 2007-02-04 Common Stock 89002 I Footnote 6% Convertible Promissory Notes 9.625 2004-03-10 2004-04-30 Common Stock 61333 I Footnote 6% Convertible Promissory Notes 9.625 2004-03-10 2004-04-30 Common Stock 293333 I Footnote These securities are preferred stock of Xcyte Therapies, Inc. and do not have an expiration date. Each share of its preferred stock will convert automatically into one share of common stock upon closing of the initial public offering. Represents securities held by ARCH Venture Fund II, L.P., which holds 114,832 shares of common stock upon conversion of preferred stock, and ARCH Venture Fund III, L.P., which holds 28,707 shares of common stock upon conversion of preferred stock. The reporting person is the managing director of general partner of the general partner of the general partner of ARCH Venture Fund II, L.P., and is the managing director of the general partner of ARCH Venture Fund III, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. ARCH Venture Fund II, L.P. holds 66,115 shares of common stock upon conversion of preferred stock while ARCH Venture Fund III, L.P. holds 305,785 shares of common stock upon conversion of preferred stock. The reporting person is the managing director of general partner of the general partner of the general partner of ARCH Venture Fund II, L.P., and is the managing director of the general partner of ARCH Venture Fund III, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. Represents 203,502 shares of common stock upon conversion of preferred stock held by ARCH Venture Fund III, L.P. The reporting person is the managing director of the general partner of ARCH Venture Fund III, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. Represents 240,352 shares of common stock upon conversion of preferred stock held by ARCH Venture Fund III, L.P. The reporting person is the managing director of the general partner of ARCH Venture Fund III, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. Represents 170,045 shares of common stock upon conversion of preferred stock held by ARCH Venture Fund III, L.P. The reporting person is the managing director of the general partner of ARCH Venture Fund III, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. Represents a warrant to purchase 50,237 shares of preferred stock held by ARCH Venture Fund III, L.P., which will automatically convert to common stock upon the closing of an initial public offering. Warrant is exercisable at the earlier of the closing of an initial public offering or its expiration date. The reporting person is the managing director of the general partner of ARCH Venture Fund III, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. Represents a warrant to purchase 26,918 shares of common stock held by ARCH Venture Fund III, L.P. Warrant is exercisable at the earlier of the closing of an initial public offering or its expiration date. The reporting person is the managing director of the general partner of ARCH Venture Fund III, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. Represents a warrant to purchase 92,580 warrants for shares of common stock held by ARCH Venture Fund III, L.P. Warrant is exercisable at the earlier of the closing of an initial public offering or its expiration date. The reporting person is the managing director of the general partner of ARCH Venture Fund III, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. Represents promissory notes at 6% held by Healthcare Focus Fund, L.P. (HFF), ARCH Venture Fund V, L.P. (AVF V) and ARCH V Entrepreneurs Fund, L.P. (AVEF). Interest and principal convertible into shares of common stock at the closing of the initial public offering. HFF holds 80,000 shares of common stock upon conversion of promissory notes, AVF V holds 211,905 shares of common stock upon conversion of promissory notes and AVEF holds 1,428 shares of common stock upon conversion of promissory notes. AVF V, AVEF, and HFF each hold a warrant to purchase common stock; however, these warrants are null and void if the company completes its initial public offering, and as such are not reported. The reporting person is the managing director of the general partner of the general partner of AVF V, AVEF and HFF. The reporting person disclaims beneficial ownership in such common stock except to the extent of its pecuniary interest therein. Represents warrants held by Healthcare Focus Fund, L.P. Warrant is exercisable at the earlier of an initial public offering or its expiration date. The reporting person is the managing director of the general partner of the general partner of Healthcare Focus Fund, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. Represents a promissory note at 6% held by ARCH Venture Fund III, L.P. Interest and principal convertible into shares of common stock at the closing of the initial public offering at $9.625 per share. In addition, ARCH Venture Fund III, L.P. holds 9,402 shares of common stock upon conversion of warrant; however, these warrants are null and void if the company completes its initial public offering, and as such are not reported. The reporting person is the managing director of the general partner of ARCH Venture Fund III, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. Share amounts reflect a 5.5 to 1 reverse stock split effective immediately prior to the closing of the initial public offering. Represents 163,473 shares of common stock upon conversion of preferred stock held by Healthcare Focus Fund, L.P. The reporting person is the managing director of the general partner of the general partner of Healthcare Focus Fund, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock. Keith Crandell, BY:/s/Keith Crandell 2004-03-10