FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HealthCare Ventures VIII, L.P.
   2. Issuer Name and Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [THLD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
HEALTHCARE VENTURES LLC, 44 NASSAU STREET		 3. Date of Earliest Transaction (Month/Day/Year)
10/05/2009
(Street)

PRINCETON, NJ 08542		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/05/2009   P   1,570,680 A (1) 3,041,268 I (2) By Partnership

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (Right to Buy) $ 2.23 10/05/2009   P   628,272     (3) 10/05/2014 Common Stock 628,272 (1) 628,272 I (2) By Partnership
Common Stock Warrant (Right to Buy) $ 1.86 10/05/2009   J(4) V 588,235     (3) 08/29/2013 Common Stock 588,235 (4) 588,235 I (2) By Partnership

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HealthCare Ventures VIII, L.P.
HEALTHCARE VENTURES LLC
44 NASSAU STREET
PRINCETON, NJ 08542		     X    
HealthCare Partners VIII, L.P.
HEALTHCARE VENTURES LLC
44 NASSAU STREET
PRINCETON, NJ 08542		     X    
HealthCare Partners VIII, LLC
HEALTHCARE VENTURES LLC
44 NASSAU STREET
PRINCETON, NJ 08542		     X    
CAVANAUGH JAMES H
HEALTHCARE VENTURES LLC
44 NASSAU STREET
PRINCETON, NJ 08542		     X    
LAWLOR AUGUSTINE
55 CAMBRIDGE PARKWAY
SUITE 301
CAMBRIDGE, MA 02142		     X    
LITTLECHILD JOHN W
55 CAMBRIDGE PARKWAY
SUITE 301
CAMBRIDGE, MA 02142		     X    
Mirabelli Christopher
55 CAMBRIDGE PARKWAY
SUITE 301
CAMBRIDGE, MA 02142		     X    
WERNER HAROLD R
C/O HEALTHCARE VENTURES LLC
44 NASSAU STREET
PRINCETON, NJ 08542		     X    

Signatures

 /s/Jeffrey Steinberg, Admin. Partner of HCVVIII and HCPVIII, Admin. Officer of the LLC and, Attorney-in-Fact for each of James H. Cavanaugh, John Littlechild, Harold Werner, Christopher Mirabelli and Augustine Lawlor   10/07/2009
**Signature of Reporting Person Date
 Jeffrey Steinberg, Administrative Partner for HealthCare Partners VIII, L.P.   10/06/2009
**Signature of Reporting Person Date
 Jeffrey Steinberg, Administrative Officer for HealthCare Partners VIII, LLC   10/06/2009
**Signature of Reporting Person Date
 Jeffrey Steinberg, Attorney-in-Fact for James Cavanaugh   10/06/2009
**Signature of Reporting Person Date
 Jeffrey Steinberg, Attorney-in-Fact for Augustine Lawlor   10/06/2009
**Signature of Reporting Person Date
 Jeffrey Steinberg, Attorney-in-Fact for John Littlechild   10/06/2009
**Signature of Reporting Person Date
 Jeffrey Steinberg, Attorney-in-Fact for Christopher Mirabelli   10/06/2009
**Signature of Reporting Person Date
 Jeffrey Steinberg, Attorney-in-Fact for Harold Werner   10/06/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The Reporting Persons purchased 1,570,680 shares of Common Stock of the Issuer and a Warrant to purchase 628,272 shares of Common Stock of the Issuer for a purchase price of $1.91 per unit. The warrants have an exercise price equal to $2.23 per share.
(2) These securities are owned by HealthCare Ventures VIII, L.P. ("HCVVIII"). These securities are indirectly owned by HealthCare Partners VIII, L.P. ("HCPVIII"), the General Partner of HCVVIII, HealthCare Partners VIII, LLC (the "LLC"), the General Partner of HCPVIII and each of James Cavanaugh, Harold Werner, John Littlechild, Christopher Mirabelli and Augustine Lawlor, the Managing Directors of the LLC. Drs. Cavanaugh and Mirabelli and Messrs. Werner, Littlechild and Lawlor disclaim beneficial ownership of those securities in which they do not have a pecuniary interest and this report shall not be deemed an admission that they are the beneficial owners of these securities for purposes of Section 16, except to the entent of their pecuniary interest.
(3) Immediately exercisable.
(4) As a result of the transaction being reported herein, the exercise price of the warrant beneficially owned by the Reporting Persons, and previously reported on Form 3, as filed with the Securities and Exchange Commission on September 8, 2008 (the "Original Warrant"), was automatically reduced from $2.34 per share to $1.86 per share.

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