Sec Form 4/A Filing - DELEAGE JEAN @ XCYTE THERAPIES INC - 2004-03-19

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FORM 4/A
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
DELEAGE JEAN
2. Issuer Name and Ticker or Trading Symbol
XCYTE THERAPIES INC [ XCYT]
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)
ONE EMBARCADERO CENTER, SUITE 4050
3. Date of Earliest Transaction (MM/DD/YY)
03/19/2004
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
03/24/2004
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 (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 03/19/2004 P 125,000 A $ 8 0 I See Footnote ( 1 )
Common Stock 03/19/2004 C 1,017,400 A $ 0 1,142,400 I See Footnote ( 1 )
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 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
Director Stock Option $ 0 ( 2 ) 03/19/2004 C 0 ( 3 ) 03/19/2004 Common Stock 5,455 $ 0 5,455 D ( 4 )
Series A Convertible Preferred Stock $ 0 ( 2 ) 03/19/2004 C 1,894,737 ( 3 ) 03/19/2004 Common Stock 1,894,737 $ 5.225 0 I See Footnote ( 1 )
Series B Convertible Preferred Stock $ 0 ( 2 ) 03/19/2004 C 805,281 ( 3 ) 03/19/2004 Common Stock 805,281 $ 6.05 0 I See Footnote ( 1 )
Series C Convertible Preferred Stock $ 0 ( 2 ) 03/19/2004 C 971,331 ( 3 ) 03/19/2004 Common Stock 971,331 $ 9.185 0 I See Footnote ( 1 )
Series D Convertible Preferred Stock $ 0 ( 2 ) 03/19/2004 C 584,547 ( 3 ) 03/19/2004 Common Stock 584,547 $ 15.29 0 I See Footnote ( 1 )
Series E Convertible Preferred Stock $ 0 ( 2 ) 03/19/2004 C 359,712 ( 3 ) 03/19/2004 Common Stock 359,712 $ 15.29 0 I See Footnote ( 1 )
Common Stock Warrants (right to buy) $ 0 ( 2 ) 03/19/2004 X 261,312 ( 3 ) 03/19/2004 Common Stock 261,312 $ 0.055 0 I See Footnote ( 1 )
Preferred Stock Warrants (right to buy) $ 0 ( 2 ) 03/19/2004 X 261,312 ( 3 ) 03/19/2004 Common Stock 261,312 $ 0.055 0 I See Footnote ( 1 )
6% Convertible Promissory Note $ 0 ( 2 ) 03/19/2004 X 261,312 ( 3 ) 03/19/2004 Common Stock 261,312 $ 9.625 0 I See Footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DELEAGE JEAN
ONE EMBARCADERO CENTER
SUITE 4050
SAN FRANCISCO, CA94111
X
NOHRA GUY P
ONE EMBARCADERO CENTER
SUITE 4050
SAN FRANCISCO, CA94111
See Footnote #1
ALTA CALIFORNIA PARTNERS LP
ONE EMBARCADERO CENTER
SUITE 4050
SAN FRANCISCO, CA94111
No longer 10% holder
ALTA EMBARCADERO PARTNERS LLC
ONE EMBARCADERO CENTER
SUITE 4050
SAN FRANCISCO, CA94111
No longer 10% holder
GRUENER GARRETT
ONE EMBARCADERO CENTER
SUITE 4050
SAN FRANCISCO, CA94111
See Footnote #1
ALTA CALIFORNIA MANAGEMENT PARTNERS LP
ONE EMBARCADERO CENTER
SUITE 4050
SAN FRANCISCO, CA94111
No longer 10% holder
Signatures
/s/ Jean Deleage 03/24/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Alta Partners ("AP") provides investment advisory services to several venture capital funds including, Alta California Partners, L.P. ("ACP") and Embarcadero Partners ,LLC("AEP").The respective general partner and members of ACP & AEP exercise sole voting and investment power with respect to the shares held by such funds. Jean Deleage , Garrett Gruener and Guy Nophra are general partners ("GP") of Alta California Management Partners, LLC (which is the general partner of ACP), and Jean Deleage and Garrett Gruener are members of AEP (collectively known as the "principals"). As GP and members of such funds, they may be deemed to share voting and investment powers over the shares held by such funds. The principles of AP disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein.
( 2 )1-for-5.5
( 3 )Immed.
( 4 )Jean Deleage,Director,is a general partner of Alta California Management Partners,LLC(which is the general partner of Alta California Partners, L.P.)("ACP"), and a member of Alta Embarcadero Partners ,LLC("AEP"). As a general partner and member of such funds , he may be deemed to share voting and investment powers over the shares held by such funds He disclaims beneficial ownership of the shares held by ACP & AEP , except to the extent of his proportionate interests therein. Mr.Deleage holds a stock option for 30,000 shares of Common Stock that was granted on 11/15/96.

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