Sec Form 4 Filing - Frazier Healthcare VI, L.P. @ THRESHOLD PHARMACEUTICALS INC - 2012-02-07

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Frazier Healthcare VI, L.P.
2. Issuer Name and Ticker or Trading Symbol
THRESHOLD PHARMACEUTICALS INC [ THLD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
601 UNION STREET, SUITE 3200
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2012
(Street)
SEATTLE, WA98101
4. If Amendment, Date Original Filed (MM/DD/YY)
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 ( 1 ) 02/07/2012 S 300,000 D $ 3.02 ( 4 ) 4,579,081 I See Footnote ( 1 )
Common Stock ( 2 ) 02/07/2012 S 300,000 D $ 3.02 ( 4 ) 4,579,081 I See Footnote ( 2 )
Common Stock ( 3 ) 02/07/2012 S 300,000 D $ 3.02 ( 4 ) 4,579,081 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frazier Healthcare VI, L.P.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHM VI, L.P.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHM VI, L.L.C.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
Signatures
/s/ Thomas S. Hodge, Chief Operating Officer of FHM VI L.L.C. 02/08/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were sold by Frazier Healthcare VI. L.P. ("FH VI"). FHM VI, L.L.C. ("FHM VI L.L.C.") is the general partner of FHM VI., L.P. ("FHM VI"), which is the general partner of FH VI. FHM VI L.L.C. may be deemed to have voting and dispositive power with respect to the securities held by FH VI. FHM VI L.L.C. disclaims beneficial ownership of the securities held by FH VI except to the extent of any pecuniary interest therein.
( 2 )These shares were sold by FH VI. FHM VI is the general partner of FH VI and may be deemed to have voting and dispositive power with respect to the securities held by FH VI. FHM VI disclaims beneficial ownership of the securities held by FH VI except to the extent of any pecuniary interest therein.
( 3 )These shares were sold by FH VI.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.00 to $3.10, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

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 Number.