SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Threshold Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
885807107
(CUSIP Number)
August 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:
| Rule 13d-1(b) |
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X | Rule 13d-1(c) |
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| 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).
CUSIP No. | 13G | Page 2 of 15 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Ventures VIII, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,058,823 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,058,823 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,058,823 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.03% | ||
12 | TYPE OF REPORTING PERSON* PN | ||
CUSIP No. | 13G | Page 3 of 15 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Partners VIII, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,058,823 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,058,823 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,058,823 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.03% | ||
12 | TYPE OF REPORTING PERSON* PN | ||
CUSIP No. | 13G | Page 4 of 15 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) HealthCare Partners VIII, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,058,823 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,058,823 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,058,823 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.03% | ||
12 | TYPE OF REPORTING PERSON* OO | ||
CUSIP No. | 13G | Page 5 of 15 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James H. Cavanaugh, Ph.D. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,058,823 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,058,823 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,058,823 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.03% | ||
12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP No. | 13G | Page 6 of 15 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Christopher Mirabelli, Ph.D. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,058,823 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,058,823 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,058,823 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.03% | ||
12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP No. | 13G | Page 7 of 15 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Harold R. Werner | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,058,823 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,058,823 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,058,823 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.03% | ||
12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP No. | 13G | Page 8 of 15 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John W. Littlechild | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,058,823 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,058,823 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,058,823 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.03% | ||
12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP No. | 13G | Page 9 of 15 Pages |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Augustine Lawlor | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF | 5 | SOLE VOTING POWER | |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,058,823 | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER | |
WITH
| 8 | SHARED DISPOSITIVE POWER 2,058,823 | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,058,823 | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.03% | ||
12 | TYPE OF REPORTING PERSON* IN | ||
CUSIP No. | 13G | Page 10 of 15 Pages |
Item 1.
(a)
Name of Issuer
Threshold Pharmaceuticals, Inc.
(b)
Address of Issuer’s Principal Executive Offices
1300 Seaport Boulevard
Redwood City, California 94063
Item 2.
(a)
Name of Person Filing
HealthCare Ventures VIII, L.P. (“HCVVIII”)
HealthCare Partners VIII, L.P. (“HCPVIII”)
HealthCare Partners VIII, LLC (“HCP VIII LLC”)
James H. Cavanaugh, Ph.D. (“Cavanaugh”)
Christopher Mirabelli, Ph.D. (“Mirabelli”)
Harold R. Werner (“Werner”)
John W. Littlechild (“Littlechild”)
Augustine Lawlor (“Lawlor”)
See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them. 1
(b)
Address of Principal Business Office or, if none, Residence
The business address for HCVVIII, HCPVIII, HCP VIII LLC, Dr. Cavanaugh and Mr. Werner is 44 Nassau Street, Princeton, New Jersey 08542. The business address for Dr. Mirabelli and Messrs. Littlechild and Lawlor is 55 Cambridge Parkway, Cambridge, Massachusetts 02142.
(c)
Citizenship
HCVVIII and HCPVIII are limited partnerships organized under the laws of the State of Delaware. HCP VIII LLC is a limited liability company organized under the laws of the State of Delaware. Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild, and Lawlor are each United States citizens.
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1.
Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor are the Managing Directors of HCP VIII LLC. HCP VIII LLC is the General Partner of HCPVIII, which is the General Partner of HCVVIII, the record holder of the securities.
CUSIP No. | 13G | Page 11 of 15 Pages |
(d)
Title of Class of Securities
Common Stock, $0.001 par value per share (the “Common Stock”)
(e)
CUSIP Number
885807107
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: NOT APPLICABLE.
(a) |
| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
| An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
| An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
| A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
| 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 (15 U.S.C. 80a-3); |
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(j) |
| Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned:
As of August 29, 2008: Each of HCVVIII, HCPVIII, and HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner and Littlechild beneficially own 1,470,588 shares of the Issuer’s Common Stock owned by HCVVIII; and (ii) immediately exercisable warrants to purchase 588,235 shares of the Issuer’s Common Stock.
CUSIP No. | 13G | Page 12 of 15 Pages |
(b)
Percent of class: (Taking into consideration that 15,802,304 shares of the Issuer’s Common Stock are issued and outstanding as of August 29, 2008, which includes the (i) 8,970,574 shares of the Issuer’s Common Stock sold in the private placement as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 2, 2008; and (ii) 588,235 shares of the Issuer’s Common Stock underlying the warrants beneficially owned by the Reporting Persons).
As of August 29, 2008: The 2,058,823 shares of the Issuer’s Common Stock beneficially owned by HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner and Littlechild constituted 13.03% of the shares outstanding.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote – Not Applicable.
(ii)
Shared power to vote or to direct the vote –
HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor share the power to vote or direct the vote of those shares owned by HCVVIII.
(iii)
Sole power to dispose or to direct the disposition of – Not Applicable.
(iv)
Shared power to dispose or to direct the disposition of –
HCVVIII, HCPVIII, HCP VIII LLC, Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor share the power to dispose of or direct the disposition of those shares owned by HCVVIII.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
CUSIP No. | 13G | Page 13 of 15 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
Item 10.
Certification
Not Applicable.
CUSIP No. | 13G | Page 14 of 15 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.
September 8, 2008 | HealthCare Ventures VIII, L.P. By: its General Partner, HealthCare Partners VIII, L.P. By: its General Partner, HealthCare Partners VIII, LLC
/s/ Jeffrey Steinberg By: _________________________________________ Jeffrey Steinberg, Administrative Officer |
September 8, 2008 | HealthCare Partners VIII, L.P. /s/ Jeffrey Steinberg By: ________________________________________ Jeffrey Steinberg, Administrative Partner |
September 8, 2008 | HealthCare Partners VIII, LLC /s/Jeffrey Steinberg By: ________________________________________ Jeffrey Steinberg, Administrative Officer |
September 8, 2008 | /s/Jeffery Steinberg, Attorney-in-Fact______________ James H. Cavanaugh, Ph.D. |
September 8, 2008 |
/s/Jeffrey Steinberg, Attorney-in-Fact_______________ Christopher Mirabelli, Ph.D. |
September 8, 2008 | /s/Jeffrey Steinberg, Attorney-in-Fact_______________ Harold R. Werner |
September 8, 2008 | /s/Jeffrey Steinberg, Attorney-in-Fact_______________ John W. Littlechild |
September 8, 2008 | /s/Jeffrey Steinberg, Attorney-in-Fact_______________ Augustine Lawlor |
CUSIP No. | 13G | Page 15 of 15 Pages |
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Threshold Pharmaceuticals, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.
September 8, 2008 | HealthCare Ventures VIII, L.P. By: its General Partner, HealthCare Partners VIII, L.P. By: its General Partner, HealthCare Partners VIII, LLC
/s/ Jeffrey Steinberg By: _________________________________________ Jeffrey Steinberg, Administrative Officer |
September 8, 2008 | HealthCare Partners VIII, L.P. /s/ Jeffrey Steinberg By: ________________________________________ Jeffrey Steinberg, Administrative Partner |
September 8, 2008 | HealthCare Partners VIII, LLC /s/Jeffrey Steinberg By: ________________________________________ Jeffrey Steinberg, Administrative Officer |
September 8, 2008 | /s/Jeffery Steinberg, Attorney-in-Fact______________ James H. Cavanaugh, Ph.D. |
September 8, 2008 |
/s/Jeffrey Steinberg, Attorney-in-Fact_______________ Christopher Mirabelli, Ph.D. |
September 8, 2008 | /s/Jeffrey Steinberg, Attorney-in-Fact_______________ Harold R. Werner |
September 8, 2008 | /s/Jeffrey Steinberg, Attorney-in-Fact_______________ John W. Littlechild |
September 8, 2008 | /s/Jeffrey Steinberg, Attorney-in-Fact_______________ Augustine Lawlor |