1. Name and Address of Reporting Person * |
TIDMARSH GEORGE F |
|
2. Date of Event Requiring Statement (Month/Day/Year) 02/03/2005 |
3. Issuer Name and Ticker or Trading Symbol THRESHOLD PHARMACEUTICALS INC [THLD]
|
C/O THRESHOLD PHARMACEUTICALS, INC., 1300 SEAPORT BOULEVARD, 5TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director |
_____ 10% Owner |
__X__ Officer (give title below) |
_____ Other (specify below) |
Founder and President |
|
5. If Amendment, Date Original Filed(Month/Day/Year)
|
REDWOOD CITY, CA 94063 |
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
|
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
|
517,639
(1)
(2)
|
D
|
|
Common Stock
|
6,072
(1)
|
I
|
held by son
(4)
|
Common Stock
|
6,072
(1)
|
I
|
held by son
(4)
|
Common Stock
|
6,072
(1)
|
I
|
held by son
(4)
|
Common Stock
|
318,780
(1)
(3)
|
D
|
|
Common Stock
|
151,800
(1)
|
D
|
|
|
* |
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) |
Reflects a 1 for 1.6469 reverse stock split effective as of January 26, 2005. |
(2) |
163,733 shares subject to a right of repurchase by Threshold Pharmaceuticals, Inc. which right of repurchase will lapse in equal monthly installments beginning February 17, 2005. |
(3) |
252,368 shares subject to a right of repurchase by Threshold Pharmaceuticals, Inc. which right of repurchase will lapse in equal monthly installments beginning February 10, 2005. |
(4) |
The reporting person has voting control of the shares and disclaims beneficial ownership of the shares. |
(5) |
Immediately. |
(6) |
Immediately exercisable, subject to right of repurchase by Threshold Pharmaceuticals, Inc., which right of repurchase shall lapse as to 25% of the Common Stock underlying the option on May 12, 2005 and 1/48 shares of Common Stock underlying the option on each monthly anniversary of May 12, 2005. |