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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kroll Stewart M.
 2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2015		 3. Issuer Name and Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [THLD]
(Last)
(First)
(Middle)
C/O THRESHOLD PHARMACEUTICALS, INC., 170 HARBOR WAY, SUITE 300		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SOUTH SAN FRANCISCO, CA 94080		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Common Stock 49,729
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 06/25/2016 Common Stock 917 $ 1.3 D  
Stock Option (right to buy)   (2) 04/01/2017 Common Stock 4,166 $ 1.3 D  
Stock Option (right to buy)   (3) 02/26/2018 Common Stock 24,999 $ 1.3 D  
Stock Option (right to buy)   (4) 01/08/2019 Common Stock 15,433 $ 0.79 D  
Stock Option (right to buy)   (5) 05/24/2020 Common Stock 99,000 $ 1.44 D  
Stock Option (right to buy)   (6) 06/06/2021 Common Stock 113,000 $ 1.64 D  
Stock Option (right to buy)   (7) 04/05/2022 Common Stock 100,000 $ 7.22 D  
Stock Option (right to buy)   (8) 03/12/2023 Common Stock 100,000 $ 5.09 D  
Stock Option (right to buy)   (9) 05/15/2024 Common Stock 90,000 $ 3.62 D  
Warrant (right to buy) 03/16/2011 03/15/2016 Common Stock 952 $ 2.46 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kroll Stewart M.
C/O THRESHOLD PHARMACEUTICALS, INC.
170 HARBOR WAY, SUITE 300
SOUTH SAN FRANCISCO, CA 94080		       Senior Vice President  

Signatures

/s/ Joel A. Fernandes, Attorney-In-Fact 03/02/2015
**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) The option became fully vested on June 26, 2010.
(2) The option became fully vested on April 2, 2011.
(3) The option became fully vested on February 27, 2012.
(4) The option became fully vested on January 9, 2013.
(5) The option became fully vested on May 25, 2014.
(6) The option vests in 48 equal monthly installments over a four-year period beginning on the date of grant of June 7, 2011.
(7) The option vests in 48 equal monthly installments over a four-year period beginning on the date of grant of April 6, 2012.
(8) The option vests in 48 equal monthly installments over a four-year period beginning on the date of grant of March 13, 2013.
(9) The option vests in 48 equal monthly installments over a four-year period beginning on the date of grant of May 16, 2014.

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