Free Declaration in Support - District Court of California - California

Case 4:07-cv-04972-CW

Document 20-11

Filed 03/07/2008

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Exhibit J

Case 4:07-cv-04972-CW

Document 20-11

Filed 03/07/2008

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THRESHOLD PHARMACEUTICALS INC

FORM 4
(Statement of Changes in Beneficial Ownership)

Filed 3/20/2006 For Period Ending 3/16/2006

Address Telephone CIK Fiscal Year

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

Case 4:07-cv-04972-CW Document 20-11 AND EXCHANGE UNITED STATES SECURITIES Filed 03/07/2008 COMMISSION [ ] Check this box if no Washington, D.C. 20549

FORM 4

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longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN 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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

POWELL MICHAEL

THRESHOLD PHARMACEUTICALS INC [ THLD ]
(Middle)

__ X __ Director _____ Officer (give title below) below)

_____ 10% Owner _____ Other (specify

(Last)

(First)

3. Date of Earliest Transaction (MM/DD/YYYY)

C/O SOFINNOVA VENTURE PARTNERS INC, 140 GEARY BLVD 10TH FLOOR
(Street) (MM/DD/YYYY)

3/16/2006

4. If Amendment, Date Original Filed

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

SAN FRANCISCO, CA
(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3) 2. Trans. Date 2A. 3. Trans. Deemed Code Execution (Instr. 8) Date, if any Code Common Stock 3/16/2006 S 4. Securities Acquired 5. Amount of Securities Beneficially Owned (A) or Disposed of Following Reported Transaction(s) (D) (Instr. 3 and 4) (Instr. 3, 4 and 5) (A) or V Amount (D) 2444114 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)

Price 837791

D $14.25

I

See footnote 1
(1)

Common Stock

3/16/2006

S

80411

D $14.25

27563

I

See footnote 2
(2)

Common Stock

3/16/2006

S

37475

D $14.25

12846

I

See footnote 3
(3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3) 2. 3. Conversion Trans. or Exercise Date Price of Derivative Security 3A. Deemed Execution Date, if any 4. Trans. Code (Instr. 8) 5. Number of 6. Date Exercisable Derivative and Expiration Date Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Code V (A) (D) Date Expiration Amount or Number of Title Exercisable Date Shares 7. Title and Amount of Securities Underlying Derivative Security (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)

Explanation of Responses: ( 1) (1) Shares are owned directly by Sofinnova Venture Partners V, L.P. (SVP). Sofinnova Management V 2005, L.L.C. (SM 2005) and Sofinnova Management V, L.L.C. (SM), the general partners of SVP, and Michael Powell (Powell), James Healy (Healy) and Alain Azan (Azan), the managing members of SM and SM 2005, may be deemed to have shared voting and dispositive power over the shares owned by SVP. SM, SM 2005, Powell, Healy and Azan disclaim beneficial ownership over the shares owned by SVP except to the extent of any pecuniary interest therein.

Case directly by Sofinnova Venture Affiliates V,20-11 Document L.P. (SVA).Filed 03/07/2008 V, L.L.C. (SM), the general Sofinnova Management Page 4 of 4 ( 2) (2) Shares are owned4:07-cv-04972-CW partner of SVA, and Michael Powell (Powell), James Healy (Healy) and Alain Azan (Azan), the managing members of SM, may be deemed to have shared voting and dispositive power over the shares owned by SVA. SM, Powell, Healy and Azan disclaim beneficial ownership over the shares owned by SVA except to the extent of any pecuniary interest therein.
( 3) (3) Shares are owned directly by Sofinnova Venture Principals V, L.P. (SVPII). Sofinnova Management V, L.L.C. (SM), the general partner of SVPII, and Michael Powell (Powell), James Healy (Healy) and Alain Azan (Azan), the managing members of SM, may be deemed to have shared voting and dispositive power over the shares owned by SVPII. SM, Powell, Healy and Azan disclaim beneficial ownership over the shares owned by SVPII except to the extent of any pecuniary interest therein. Reporting Owners Reporting Owner Name / Address POWELL MICHAEL C/O SOFINNOVA VENTURE PARTNERS INC X 140 GEARY BLVD 10TH FLOOR SAN FRANCISCO, CA Signatures /s/ Michael Powell
** Signature of Reporting Person

Relationships Director 10% Owner Officer Other

3/20/2006
Date

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 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). ** 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.