FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PROQUEST ASSOCIATES II LLC
   2. Issuer Name and Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [THLD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
90 NASSAU STREET`, 5TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
10/28/2005
(Street)

PRINCETON, NJ 08542		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/28/2005   S   52,959 D $ 10.46 3,248,606 D (1)  
Common Stock 10/28/2005   S   2,223 D $ 10.46 136,417 D (2)  
Common Stock 10/28/2005   S   55,182 D $ 10.46 3,385,203 I (3) By each of ProQuest Associates II LLC, Jay Moorin and Alain Schreiber

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PROQUEST ASSOCIATES II LLC
90 NASSAU STREET`
5TH FLOOR
PRINCETON, NJ 08542		     X    
PROQUEST INVESTMENTS II ADVISORS FUND LP
90 NASSAU STREET
5TH FLOOR
PRINCETON, NJ 08542		     X    
PROQUEST INVESTMENTS II LP
90 NASSAU STREET
5TH FLOOR
PRINCETON, NJ 08542		     X    
Moorin Jay
C/O PROQUEST INVESTMENTS, L.P
90 NASSAU STREET, 5TH FLOOR
PRINCETON, NJ 08542		     X    
SCHREIBER ALAIN
C/O PROQUEST INVESTMENTS, LP
90 NASSAU STREET, 5TH FLOOR
PRINCETON, NJ 08542		     X    

Signatures

 /s/ Pasquale DeAngelis, as member of ProQuest Associates II LLC   10/31/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reports the direct beneficial ownership of shares of Threshold Pharmaceuticals, Inc. ("Threshold") by ProQuest Investments II, L.P., a Delaware limited partnership ("Investments II").
(2) Reports the direct beneficial ownership of shares of Threshold by ProQuest Investments II Advisors Fund, L.P., a Delaware limited partnership ("Advisors").
(3) Reports the indirect beneficial ownership of shares of Threshold by ProQuest Associates II LLC ("Associates"), as the general partner of each of Investments II and Advisors, and by Jay Moorin and Alain Schreiber, as managing members of Associates. This filing shall not be deemed an admission that the Reporting Persons are or were, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owners of any securities covered by this Form. Each of such Reporting Persons disclaims beneficial ownership in the securities covered by this Form except to the extent such Reporting Persons' pecuniary interest in such securities.

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