Threshold
Pharmaceuticals, Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $0.001 per share
|
(Title
of Class of
Securities)
|
885807107
|
||
(CUSIP
Number)
|
||
December
31, 2007
|
||
(Date
of Event which Requires Filing of this Statement)
|
1 |
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
|
||||
|
|||||
Felix
J. Baker
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(SEE INSTRUCTIONS): |
||||
(a) o
|
|||||
(b) o
|
|||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United
States
|
|||||
5 | SOLE VOTING POWER: | ||||
NUMBER
OF
|
-0-
|
||||
|
|||||
SHARES
|
6 | SHARED VOTING POWER: | |||
BENEFICIALLY
|
|||||
OWNED
BY
|
2,263,600
|
||||
|
|||||
EACH
|
7 | SOLE DISPOSITIVE POWER: | |||
REPORTING
|
|||||
PERSON
|
-0-
|
||||
|
|||||
WITH:
|
8 | SHARED DISPOSITIVE POWER: | |||
2,263,600
|
|||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,263,600
|
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o
|
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
6.1%
|
|||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN
|
1 |
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
|
||||
|
|||||
Julian
C. Baker
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(SEE INSTRUCTIONS): |
||||
(a) o
|
|||||
(b) o
|
|||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United
States
|
|||||
5 | SOLE VOTING POWER: | ||||
NUMBER
OF
|
-0-
|
||||
SHARES
|
6 |
|
SHARED VOTING POWER: | ||
BENEFICIALLY
|
|||||
OWNED
BY
|
|
2,263,600
|
|||
EACH
|
7 | SOLE DISPOSITIVE POWER: | |||
REPORTING
|
|||||
PERSON
|
-0-
|
||||
WITH:
|
8 | SHARED DISPOSITIVE POWER: | |||
2,263,600
|
|||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,263,600
|
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o
|
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
6.1%
|
|||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN
|
Item
1(a)
|
Name
of Issuer:
|
|
Threshold
Pharmaceuticals, Inc.
|
||
Item
1(b)
|
Address
of Issuer’s Principal Executive Offices:
|
|
1300
Seaport Boulevard
|
||
Redwood
City, California 94063
|
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Item
2(a)
|
Name
of Person Filing:
|
|
This
Schedule 13G is being filed jointly by Felix J. Baker and Julian
C. Baker
(the “Reporting Persons”).
|
||
Item
2(b)
|
Address
of Principal Business Office or, if None,
Residence:
|
|
Name
|
Business Address
|
|
Felix J. Baker | 667 Madison
Avenue
New
York, NY 10065
|
|
Julian
C. Baker
|
667
Madison Avenue
New
York, NY 10065
|
|
Item
2(c)
|
Citizenship:
|
|
Each
of the Reporting Persons is a United States citizen.
|
||
Item
2(d)
|
Title
of Class of Securities:
|
|
Common
Stock, par value $0.001 per share
|
||
Item
2(e)
|
CUSIP
Number:
|
|
885807107
|
||
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or (c), check whether
the person filing is a: N/A
|
|
(a)
o
Broker or
dealer registered under Section 15 of the Exchange Act.
|
||
(b)
o
Bank as
defined in section 3(a)(6) of the Exchange Act.
|
||
(c)
o
Insurance
company as defined in section 3(a)(19) of the Exchange
Act.
|
||
(d)
o
Investment
company registered under section 8 of the Investment Company Act
of
1940.
|
||
(e)
o
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
|
(f)
o
An employee
benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
||
(g)
o
A parent
holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
||
(h)
o
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act.
|
||
(i)
o
A church
plan that is excluded from the definition of an investment company
under
section 3(c)(14) of the Investment Company Act of 1940.
|
||
(j)
o
Group, in
accordance with Rule 13d-1(b)(1)(ii)(J).
|
||
Item
4.
|
Ownership.
|
|
Set
forth below is the aggregate number of shares of Common Stock,
held as of
the date hereof by each of the following, together with the percentage
of
the outstanding shares of Common Stock that such number represents
based
upon 37,407,750 shares outstanding as reported on the company’s SEC Form
10K filed on January 18,
2008.
|
Name
|
Number
of Shares
|
Percent
of Class
Outstanding
|
|||||
Baker
Biotech Fund I, L.P.
|
567,998
|
1.6
|
%
|
||||
Baker
Brothers Life Sciences, L.P.
|
1,629,023
|
4.4
|
%
|
||||
14159,
L.P.
|
48,671
|
0.1
|
%
|
||||
Baker/Tisch
Investments, L.P.
|
17,908
|
0.0
|
%
|
||||
|
|
|
|||||
Total
|
2,263,600
|
6.1
|
%
|
|
By
virtue of their ownership of entities that have the power to control
the
investment decisions of the limited partnerships listed in the
table
above, Felix J. Baker and Julian C. Baker may each be deemed to
be
beneficial owners of shares owned by such entities and may be deemed
to
have shared power to vote or direct the vote of and shared power
to
dispose or direct the disposition of such securities.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the
date
hereof the reporting person has ceased to be the beneficial owner
of more
than five percent of the class of securities, check the following
o. N/A
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
The
entities listed in Item 4 above are investment funds the investors
in
which have the right to receive dividends, interest and the proceeds
of
sale of securities owned by such
funds.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company or Control
Person.
|
N/A
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
N/A
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
N/A
|
|
Item
10.
|
Certification.
|
By
signing below I certify that, to the best of my knowledge and belief,
the
securities referred to above were not acquired and are not held
for the
purpose of or with the effect of changing or influencing the control
of
the issuer of the securities and were not acquired and are not
held in
connection with or as a participant in any transaction having that
purpose
or effect.
|
February 14, 2008 | ||
/s/ Felix J. Baker | ||
Felix
J. Baker
|
/s/ Julian C. Baker | ||
Julian
C. Baker
|
February 14, 2008 | ||
/s/ Felix J. Baker | ||
Felix
J. Baker
|
/s/ Julian C. Baker | ||
Julian
C. Baker
|