Sec Form 4 Filing - Curd John G @ THRESHOLD PHARMACEUTICALS INC - 2011-03-11

Insider filing report for Changes in Beneficial Ownership
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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
Curd John G
2. Issuer Name and Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [ THLD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CMO
(Last) (First) (Middle)
C/O THRESHOLD PHARMACEUTICALS, INC., 1300 SEAPORT BLVD. SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2011
(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 03/11/2011 P( 1 ) 11,904 A $ 2.1 ( 3 ) 127,841 ( 2 ) 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 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
Common Stock Warrants (Right to Buy) $ 2.46 03/11/2011 P( 1 ) 4,761 03/16/2011 03/16/2016 Common Stock 4,761 $ 2.1 ( 3 ) 4,761 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Curd John G
C/O THRESHOLD PHARMACEUTICALS, INC.
1300 SEAPORT BLVD. SUITE 500
REDWOOD CITY, CA94063
President and CMO
Signatures
John G. Curd by Joel Fernandes, Attorney-In-Fact 03/15/2011
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Acquired from Issuer pursuant to a Prospectus Supplement dated March 11, 2011.
( 2 )Includes 3,000 shares acquired under the Issuer's Employee Stock Purchase Plan on August 13, 2010, and 3,000 shares acquired under the Issuer's Employee Stock Purchase Plan on February 12, 2011 at a per share price of $1.003.
( 3 )Purchase price per unit. Each unit consists of 1 common share and a warrant to purchase 0.4 of a share of common stock at an exercise price of $2.46 per share.

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).
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