UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (1) | (2) | Common Stock | 1,303,337 (3) | $ (4) | I | See Footnote (5) |
Series A Preferred Stock | (1) | (2) | Common Stock | 42,879 (3) | $ (4) | I | See Footnote (6) |
Series A Preferred Stock | (1) | (2) | Common Stock | 19,984 (3) | $ (4) | I | See Footnote (7) |
Series B Preferred Stock | (1) | (2) | Common Stock | 1,755,337 (3) | $ (4) | I | See Footnote (5) |
Series B Preferred Stock | (1) | (2) | Common Stock | 57,751 (3) | $ (4) | I | See Footnote (6) |
Series B Preferred Stock | (1) | (2) | Common Stock | 26,914 (3) | $ (4) | I | See Footnote (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
POWELL MICHAEL 140 GEARY STREET TENTH FLOOR SAN FRANCISCO, CA 94108 |
X | X | ||
SOFINNOVA VENTURE AFFILIATES V LP 140 GEARY STREET SAN FRANCISCO, CA 94108 |
X | |||
SOFINNOVA VENTURE PRINCIPALS V LP 140 GEARY STREET SAN FRANCISCO, CA 94108 |
X | |||
Sofinnova Management V LLC 140 GEARY STREET SAN FRANCISCO, CA 94108 |
X | |||
SOFINNOVA VENTURE PARTNERS V LP 140 GEARY STREET SAN FRANCISCO, CA 94108 |
X | |||
Azan Alain C/O SOFINNOVA VENTURES 140 GEARY STREET SAN FRANCISCO, CA 94108 |
X | |||
HEALY JAMES C/O SOFINNOVA VENTURES 140 GEARY STREET SAN FRANCISCO, CA 94108 |
X |
/s/ David L. Southern, Attorney-in-Fact | 02/03/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Immediately. |
(2) | Not Applicable. |
(3) | Reflects a 1 for 1.6469 reverse stock split effective as of January 26, 2005. |
(4) | Each share is convertible without consideration into 0.6072 shares of Common Stock, after giving effect to a 1 for 1.6469 reverse stock split effective as of January 26, 2005. |
(5) | Shares owned directly by Sofinnova Venture Partners V, L.P. (SVP). Reporting person, a director of Threshold Pharmaceuticals, Inc., is a managing member of Sofinnova Management V, L.L.C. (SM), which is the general partner of SVP. Reporting person disclaims beneficial ownership in the shares held by SVP except to the extent of any indirect pecuniary interest therein. James Healy and Alain Azan are both managing members of SM and each disclaims beneficial ownership in the shares held by SVP except to the extent of any indirect pecuniary interest. |
(6) | Shares owned directly by Sofinnova Venture Affiliates V, L.P. (SVA). Reporting person, a director of Threshold Pharmaceuticals, Inc., is a managing member of SM, which is the general partner of SVA. Reporting person disclaims beneficial ownership in the shares held by SVA except to the extent of any indirect pecuniary interest therein. James Healy and Alain Azan are both managing members of SM and each disclaims beneficial ownership in the shares held by SVA except to the extent of any indirect pecuniary interest. |
(7) | Shares owned directly by Sofinnova Venture Principals V, L.P. (SVP 11). Reporting person, a director of Threshold Pharmaceuticals, Inc., is a managing member of SM, which is the general partner of SVP 11. Reporting person disclaims beneficial ownership in the shares held by SVP 11 except to the extent of any indirect pecuniary interest therein. James Healy and Alain Azan are both managing members of SM and each disclaims beneficial ownership in the shares held by SVP 11 except to the extent of any indirect pecuniary interest. |