Sec Form 4 Filing - TIDMARSH GEORGE F @ THRESHOLD PHARMACEUTICALS INC - 2005-03-10

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 TIDMARSH GEORGE F 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 X __ Officer (give title below) _____ Other (specify below) Founder and President (Last) (First) (Middle) C/O THRESHOLD PHARMACEUTICALS, INC., 1300 SEAPORT BOULEVARD, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2005 (Street) REDWOOD CITY, CA94063 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 03/10/2005 P 100 A $ 5.99 988,319 ( 1 ) D Common Stock 03/10/2005 P 100 A $ 5.99 988,419 ( 1 ) D Common Stock 03/10/2005 P 100 A $ 5.92 988,519 ( 1 ) D Common Stock 03/10/2005 P 200 A $ 5.93 988,719 ( 1 ) D Common Stock 03/10/2005 P 700 A $ 5.94 989,419 ( 1 ) D Common Stock 03/10/2005 P 900 A $ 5.974 990,319 ( 1 ) D Common Stock 03/10/2005 P 900 A $ 5.977 991,219 ( 1 ) D Common Stock 03/11/2005 P 541 A $ 5.96 991,760 ( 1 ) D Common Stock 03/11/2005 P 400 A $ 5.81 992,160 ( 1 ) D Common Stock 03/11/2005 P 59 A $ 5.9117 992,219 ( 1 ) D Common Stock 6,072 I Held by son ( 2 ) Common Stock 6,072 I Held by son ( 2 ) Common Stock 6,072 I Held by son ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TIDMARSH GEORGE F C/O THRESHOLD PHARMACEUTICALS, INC. 1300 SEAPORT BOULEVARD, 5TH FLOOR REDWOOD CITY, CA94063 X Founder and President Signatures /s/ George F. Tidmarsh 03/15/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of these shares, (i) 158,772 shares remain subject to a right of repurchase by Threshold Pharmaceuticals, Inc., which right of repurchase lapses in equal monthly installments on the 17th day of each month, (ii) 44,978 shares remain subject to a right of repurchase by Threshold Pharmaceuticals, Inc., which right of repurchase lapses as to 1,406 shares on the 17th day of each month and (iii) 239,085 shares remain subject to a right of repurchase by Threshold Pharmaceuticals, Inc., which right of repurchase lapses in equal monthly installments on the 10th day of each month. The total aggregate number of shares does not include 18,216 shares which are held by George F. Tidmarsh's sons. ( 2 )These shares are held by George F. Tidmarsh's son. George F. Tidmarsh has voting control of the shares and disclaims beneficial ownership of the shares.

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).

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