Sec Form 4 Filing - BIRD JEFFREY W @ THRESHOLD PHARMACEUTICALS INC - 2017-05-31

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 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

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1. Name and Address of Reporting Person BIRD JEFFREY W 2. Issuer Name and Ticker or Trading Symbol THRESHOLD PHARMACEUTICALS INC [ THLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 755 PAGE MILL ROAD, SUITE A-200 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2017 (Street) PALO ALTO, CA94304-1005 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/31/2017 J( 1 ) 630,770 D $ 0 ( 1 ) 3,467,496 I By Ltd Partnership (SHV) ( 2 ) Common Stock 06/01/2017 P( 3 ) 473,077 A $ 0.5674 ( 3 ) 3,940,573 I By Ltd Partnership (SHV) ( 2 ) Common Stock 06/01/2017 P( 4 ) 37,626 A $ 0.5674 ( 4 ) 377,782 I By Trust ( 5 ) Common Stock 919 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of De rivative 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BIRD JEFFREY W 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO, CA94304-1005 X Signatures /s/ Robert Yin, by power of attorney 06/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 31, 2017, a limited partner (the "Limited Partner") of Sutter Hill Ventures, a California Limited Partnership ("SHV") liquidated its interest in SHV in return for its ratable share of the holdings of SHV, resulting in SHV's disposition to the Limited Partner of 630,770 shares (the "Distributed Common Shares") of the Issuer's common stock (the "Liquidation"). ( 2 )Shares held by SHV. The reporting person is a managing director and member of the management committee of the general partner of SHV. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. ( 3 )In connection with the Liquidation, SHV entered into an agreement with the Limited Partner to repurchase 473,077 Distributed Common Shares from the Limited Partner at a purchase price equal to the average of the mean between the closing bid and ask prices over the ninety (90)-day period ended March 31, 2017. ( 4 )In connection with the Liquidation, the reporting person entered into an agreement with the Limited Partner to repurchase 37,626 Distributed Common Shares from the Limited Partner at a purchase price equal to the average of the mean between the closing bid and ask prices over the ninety (90)-day period ended March 31, 2017. ( 5 )Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

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