SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
SCHEDULE 13G /A
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(Amendment No.  3)*

 
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)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o           Rule 13d-1(b)
 
ý           Rule 13d-1(c)
 
o           Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

Page 1 of 8 pages
 
CUSIP No.  885807107 
 
13G/A
Page 2 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

TANG CAPITAL PARTNERS, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) ý
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
 
NUMBER OF
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
6
SHARED VOTING POWER
 
3,987,500
OWNED BY
EACH REPORTING
7
SOLE DISPOSITIVE POWER
 
0
 PERSON WITH
8
SHARED DISPOSITIVE POWER
 
3,987,500
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,987,500
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.7%
12
TYPE OF REPORTING PERSON

PN

Page 2 of 8 pages
 
CUSIP No.   885807107 
 
13G/A
Page 3 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TANG CAPITAL MANAGEMENT, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) ý
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
 
NUMBER OF
5
SOLE VOTING POWER
 
0
SHARES
BENEFICIALLY
6
SHARED VOTING POWER
 
3,987,500
OWNED BY
EACH REPORTING
7
SOLE DISPOSITIVE POWER
 
0
 PERSON WITH
8
SHARED DISPOSITIVE POWER
 
3,987,500
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,987,500
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.7%
12
TYPE OF REPORTING PERSON

OO
 

Page 3 of 8 pages
 
CUSIP No.  885807107
 
13G/A
Page 4 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
KEVIN C. TANG
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) ý
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
 
NUMBER OF
5
SOLE VOTING POWER
 
139,400
SHARES
BENEFICIALLY
6
SHARED VOTING POWER
 
4,443,263
OWNED BY
EACH REPORTING
7
SOLE DISPOSITIVE POWER
 
139,400
 PERSON WITH
8
SHARED DISPOSITIVE POWER
 
4,611,963
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,751,363
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 12.7%
12
TYPE OF REPORTING PERSON

IN

Page 4 of 8 pages
 
Item 1(a). Name of Issuer:
   
 
Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”)
   
Item 1(b).  Address of Issuer’s Principal Executive Offices:
   
 
1300 Seaport Boulevard, Redwood City, California 94063
   
Item 2(a).    Name of Person Filing:
   
 
This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management.
   
Item 2(b).  Address of Principal Business Office or, if none, Residence:
   
  4401 Eastgate Mall, San Diego, CA 92121
   
Item 2(c).   Citizenship:
   
 
Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.
   
Item 2(d).  Title of Class of Securities:
   
 
Common Stock, par value $0.001 per share (the “Common Stock”)
   
Item 2(e).
CUSIP Number: 885807107

Item 3.  Not applicable.
    
Item 4.  Ownership.
       
 
 (a) Amount Beneficially Owned:
       
    Tang Capital Partners.  Tang Capital Partners is the record and beneficial owner of 3,987,500 shares of Common Stock and shares voting and dispositive power over such securities with Tang Capital Management and Kevin C. Tang.
       
    Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the 3,987,500 shares held of record by Tang Capital Partners and shares voting and dispositive power over such shares with Tang Capital Partners and Kevin C. Tang.
       
    Kevin C. Tang.  Kevin C. Tang may be deemed to beneficially own 4,751,363 shares of the Issuer’s Common Stock, comprising:
       
   
 ●
3,987,500 shares owned of record by Tang Capital Partners, for which Tang Capital Management, of which Mr. Tang is manager, serves as general partner.  Mr. Tang shares voting and dispositive power over such shares with Tang Capital Management and Tang Capital Partners
       
   
 ●
28,300 shares owned of record by Mr. Tang.
 
 
Page 5 of 8 pages
 
 
 
 ●
735,563 shares over which Mr. Tang has voting and/or dispositive power
       
   
Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.
 
 
 (b) Percent of Class:
     
    Tang Capital Partners   10.7%
    Tang Capital Management  10.7%
    Kevin C. Tang   12.7%
     
 
 (c) Number of shares as to which such person has:
     
    (i) sole power to vote or to direct the vote: 
         
      Tang Capital Partners 0 shares
      Tang Capital Management 0 shares
      Kevin C. Tang 139,400 shares
         
    (ii)  shared power to vote or to direct the vote: 
         
      Tang Capital Partners 3,987,500 shares
      Tang Capital Management   3,987,500 shares
      Kevin C. Tang  4,443,263 shares
         
    (iii)  sole power to dispose or to direct the disposition of: 
         
      Tang Capital Partners 0 shares
      Tang Capital Management 0 shares
      Kevin C. Tang 139,400 shares
         
    (iv) shared power to dispose or to direct the disposition of: 
         
      Tang Capital Partners 3,987,500 shares 
      Tang Capital Management 3,987,500 shares
      Kevin C. Tang 4,611,963 shares
         
         
 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:  ¨
   
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
   
  Not applicable
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
  Not applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
  Not applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not applicable.
 
Page 6 of 8 pages

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
 
 
 
 
Page 7 of 8 pages
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 Date:   February 14, 2008
   
   
TANG CAPITAL PARTNERS, LP
   
By:  Tang Capital Management, LLC, its General Partner
   
By:      /s/ Kevin C. Tang  
  Kevin C. Tang, Manager
   
  
TANG CAPITAL MANAGEMENT, LLC
   
By:     /s/ Kevin C. Tang 
  Kevin C. Tang, Manager
   
   
/s/ Kevin C. Tang 
Kevin C. Tang
 
 
 
Page 8 of 8 pages