Free Declaration in Support - District Court of California - California

Case 4:07-cv-04972-CW

Document 20-3

Filed 03/07/2008

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Exhibit B

Case 4:07-cv-04972-CW

Document 20-3

Filed 03/07/2008

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THRESHOLD PHARMACEUTICALS INC

FORM 3
(Initial Statement of Beneficial Ownership)

Filed 2/3/2005 For Period Ending 2/3/2005

Address Telephone CIK Fiscal Year

1300 SEAPORT BOULEVARD REDWOOD CITY, California 94063 650 474 8200 0001183765 12/31

FORM 3

Case 4:07-cv-04972-CW Document 20-3 AND EXCHANGE Page 3 ofAPPROVAL OMB 5 UNITED STATES SECURITIES Filed 03/07/2008 OMB Number: 3235-0104 COMMISSION Expires: January 31, 2008 Washington, D.C. 20549 Estimated average burden
hours per response... 0.5

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting Person 2. Date of Event Requiring 3. Issuer Name and Ticker or Trading Symbol * Statement (MM/DD/YYYY)

SELICK HAROLD E
(Last) (First) (Middle)

2/3/2005

THRESHOLD PHARMACEUTICALS INC [THLD]

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ 10% Owner _____ Other (specify below)

__ X __ Director C/O THRESHOLD PHARMACEUTICALS, INC., __ X __ Officer (give title below) 1300 SEAPORT BOULEVARD, Chief Executive Officer / 5TH FLOOR (Street)

5. If Amendment, Date 6. Individual or Joint/Group Filing (Check Applicable Line) Original Filed (MM/DD/YYYY)
_ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

REDWOOD CITY,CA 94063

(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. 4. Nature of Indirect Beneficial Ownership Ownership Form: Direct (Instr. 5) (D) or Indirect (I) (Instr. 5)

Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock

464252 (1) (2) 455401 (1) (3) 121400 (1) (4) 6072 (1) 6072 (1) 73812 (1)

D D D I I D held by daughter (5) held by son (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security (Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY)

3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)

4. Conversion or Exercise Price of Derivative Security

Date Expiration Title Amount or Number Exercisable Date of Shares

5. 6. Nature of Indirect Ownership Beneficial Ownership Form of (Instr. 5) Derivative Security: Direct (D) or Indirect (I) (Instr. 5)

Explanation of Responses:

Case 4:07-cv-04972-CW as of January 20-3 ( 1) Reflects a 1 for 1.6469 reverse stock split effective Document 26, 2005.
( 2) ( 3) ( 4)

Filed 03/07/2008

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154,751 shares subject to a right of repurchase by Threshold Pharmaceuticals, Inc. which right of repurchase will lapse in equal monthly installments beginning March 1, 2005. 360,526 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. Subject to a right of repurchase by Threshold Pharmaceuticals, Inc. which right of repurchase will lapse as to 25% of the shares on May 12, 2005 and 1/48 of the shares in equal monthly installments beginning June 12, 2005.

( 5) The reporting person has voting control of the shares and disclaims beneficial ownership of the shares. Reporting Owners Relationships Reporting Owner Name / Address SELICK HAROLD E C/O THRESHOLD PHARMACEUTICALS, INC. 1300 SEAPORT BOULEVARD, 5TH FLOOR REDWOOD CITY, CA 94063 Director 10% Owner Officer Other Signatures /s/ David L Southern, Attorney-in-Fact
** Signature of Reporting

2/3/2005
Date

X

Chief Executive Officer

Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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). ** Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. THRESHOLD PHARMACEUTICALS, INC. POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Harold E. Selick, Janet I. Swearson and David Southern signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Threshold Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the

Case the rights and powers herein 20-3 Document granted, Filed 03/07/2008 exercise of any of 4:07-cv-04972-CW as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25 day of January 2005. /s/ Harold E. Selick Signature Harold E. Selick Print Name

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