FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  YOUNGER WILLIAM H JR
 2. Date of Event Requiring Statement (Month/Day/Year)
08/29/2008		 3. Issuer Name and Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [THLD]
(Last)
(First)
(Middle)
755 PAGE MILL ROAD, SUITE A-200		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 943041005		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,452
I
By Children (1)
Common Stock 56,255
I
By Ltd Partnership (2)
Common Stock 3,960
I
By Ltd Partnership (SHAI) (3)
Common Stock 10,028
I
By Ltd Partnership (SHQP) (4)
Common Stock 2,535,249
I
By Ltd Partnership (SHV) (5)
Common Stock 64,439
I
By Profit Sharing Plan Trust (6)
Common Stock 21,507
I
By Trust (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant 08/29/2008 08/29/2013 Common Stock 22,502 $ 2.34 I By Ltd Partnership (2)
Common Stock Warrant 08/29/2008 08/29/2013 Common Stock 879,720 $ 2.34 I By Ltd Partnership (SHV) (5)
Common Stock Warrant 08/29/2008 08/29/2013 Common Stock 19,607 $ 2.34 I By Profit Sharing Plan Trust (6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
YOUNGER WILLIAM H JR
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA 943041005		     X    

Signatures

By: Robert Yin, by power of attorney 09/08/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Shares held by the children of the reporting person. The reporting person disclaims beneficial ownership in these shares.
(2) Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
(3) 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.
(4) 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.
(5) 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.
(6) Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
(7) Shares held by a trust 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.

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