Ownership Submission

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

THREE ARCH MANAGEMENT III LLC

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2005

3. Issuer Name and Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [THLD]

(Last)

(First)

(Middle)

C/O THREE ARCH PARTNERS, 3200 ALPINE ROAD

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)

PORTOLA VALLEY, CA 94028

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	2,135,250 ⁽³⁾	$ 0 ⁽³⁾	I	See Footnote ⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	114,750 ⁽³⁾	$ 0 ⁽³⁾	I	See Footnote ⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	2,875,696 ⁽³⁾	$ 0 ⁽³⁾	I	See Footnote ⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	154,607 ⁽³⁾	$ 0 ⁽³⁾	I	See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
THREE ARCH MANAGEMENT III LLC C/O THREE ARCH PARTNERS 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028		X
THREE ARCH PARTNERS III LP C/O THREE ARCH PARTNERS 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028		X
THREE ARCH ASSOCIATES III LP C/O THREE ARCH PARTNERS 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028		X
WAN MARK A C/O THREE ARCH PARTNERS 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028		X
JAEGER WILFRED E C/O THREE ARCH PARTNERS 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028	X	X
NICHOLSON BARCLAY C/O THREE ARCH PARTNERS 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028		X

Signatures

/s/ Chris Adams, Authorized Signatory		02/03/2005
^**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)	Automatically converts into common stock upon the closing of the Issuer's initial public offering of common stock.
(2)	N/A.
(3)	Each share of Series A Preferred Stock and Series B Preferred Stock will automatically convert pursuant to a reverse stock split into approximately 0.6072 shares of common stock upon the closing of the Issuer's initial public offering of common stock; such reverse stock split is not reflected in these amounts.
(4)	These shares are owned directly by Three Arch Partners III, L.P. ("TAP III"). Three Arch Management III, L.L.C. ("TAM III"), the general partner of TAP III, and Mark A. Wan, Wilfred E. Jaeger and Barclay Nicholson, the managing members of TAM III, may be deemed to share voting and dispositive power over the shares held by TAP III. Such persons and entities disclaim beneficial ownership of shares held by TAP III except to the extent of any pecuniary interest therein.
(5)	These shares are owned directly by Three Arch Associates III, L.P. ("TAA III"). Three Arch Management III, L.L.C. ("TAM III"), the general partner of TAA III, and Mark A. Wan, Wilfred E. Jaeger and Barclay Nicholson, the managing members of TAM III, may be deemed to share voting and dispositive power over the shares held by TAA III. Such persons and entities disclaim beneficial ownership of shares held by TAA III except to the extent of any pecuniary interest therein.
Remarks: Exhibit List Exhibit 24 Statement Appointing Designated Filer and Authorized Signatories Exhibit 99 Joint Filer Information

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