s11168513ga6.htm

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. 6 )*

Threshold Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

885807206

(CUSIP Number)

September 15, 2008 – September 29, 2008

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

CUSIP No. 885807206				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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 (1)
		6	SHARED VOTING POWER 1,030,522(1)
		7	SOLE DISPOSITIVE POWER 0 (1)
		8	SHARED DISPOSITIVE POWER 1,030,522(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,030,522(1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7%(1)
12	TYPE OF REPORTING PERSON PN

(1) Beneficial ownership numbers are based on ownership as of September 29, 2008, the date of the last event requiring the filing of this statement.

Page 2 of 8 pages

CUSIP No. 885807206				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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 (1)
		6	SHARED VOTING POWER 1,030,522(1)
		7	SOLE DISPOSITIVE POWER 0 (1)
		8	SHARED DISPOSITIVE POWER 1,030,522(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,030,522(1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7%(1)
12	TYPE OF REPORTING PERSON OO

(1) Beneficial ownership numbers are based on ownership as of September 29, 2008, the date of the last event requiring the filing of this statement.

Page 3 of 8 pages

CUSIP No. 885807206				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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 23,231 (1)
		6	SHARED VOTING POWER 1,110,060(1)
		7	SOLE DISPOSITIVE POWER 23,231 (1)
		8	SHARED DISPOSITIVE POWER 1,128,017(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,151,248(1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.4%(1)
12	TYPE OF REPORTING PERSON IN

(1) Beneficial ownership numbers are based on ownership as of September 29, 2008, the date of the last event requiring the filing of this statement.

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/A (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, $0.001 par value per share (the “Common Stock”)

Item 2(e).	CUSIP Number: 885807206

Item 3.	Not applicable.

Item 4.	Ownership.

	Explanatory Note: Tang Capital Partners, LP (“TCP”) held 664,583 shares of the Issuer’s common stock in an account at Lehman Brothers International (Europe) ("LBIE"). On September 15, 2008 LBIE was placed into administration under United Kingdom law and four partners of PriceWaterhouseCoopers LLP were appointed as joint administrators (the "Joint Administrators"). The Joint Administrators have advised us that most of TCP's shares were rehypothecated. The Joint Administrators and UK counsel have further advised that LBIE's customers will not be able to recover rehypothecated shares, but instead will be entitled to a general unsecured claim with respect to such shares. Accordingly, TCP in this filing has reduced the number of shares of the Issuer held by TCP to the extent such shares were held at LBIE. By making this filing, TCP does not waive any argument that it is entitled to recover such shares and expressly reserves such arguments. Beneficial Ownership numbers based on ownership as of September 29, 2008, the date of the last event requiring the filing of this statement.

(a)	Amount Beneficially Owned:

	Tang Capital Partners. Tang Capital Partners is the record and beneficial owner of 736,405 shares of Common Stock and has the right to acquire an additional 294,117 shares of common stock upon exercise of warrants it holds. Tang Capital Partners 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 1,030,522 shares held or acquirable 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 1,151,248 shares of the Issuer’s Common Stock, comprising:

	●	1,030,522 shares held or acquirable 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.

	●	4,716 shares owned of record by Mr. Tang.

(b)	Percent of Class:

	Tang Capital Partners		6.7 %
	Tang Capital Management		6.7 %
	Kevin C. Tang		7.4 %

(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	23,231 shares

	(ii)	shared power to vote or to direct the vote:

		Tang Capital Partners	1,030,522 shares
		Tang Capital Management	1,030,522 shares
		Kevin C. Tang	1,110,060 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	23,231 shares

	(iv)	shared power to dispose or to direct the disposition of:

		Tang Capital Partners	1,030,522 shares
		Tang Capital Management	1,030,522 shares
		Kevin C. Tang	1,128,017 shares

Page 6 of 8 pages

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.

Date:	November 17, 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

		●	116,010 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.

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.