Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G/A
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2
(AMENDMENT
NO. 8 )*
Threshold
Pharmaceuticals, Inc.
(Name of
Issuer)
Common
Stock, $0.001 par value per share
(Title of
Class of Securities)
885807206
(CUSIP
Number)
December
31, 2009
(Date of
Event Which Requires Filing of This Statement)Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
ý Rule
13d-1(c)
o Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of
8 pages
|
CUSIP No. 885807206
|
13G/A
|
Page
2 of 8 Pages
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG CAPITAL PARTNERS, LP |
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b) ý |
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
||||
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|||
|
6
|
SHARED
VOTING POWER
294,117
|
||||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
294,117
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
294,117
|
||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨ |
||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9 %
|
||||
|
12
|
TYPE
OF REPORTING PERSON
PN |
||||
Page 2 of
8 pages
|
CUSIP
No. 885807206
|
13G/A
|
Page
3 of 8 Pages
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG
CAPITAL MANAGEMENT, LLC
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b) ý |
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
||||
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
294,117
|
|||
|
6
|
SHARED
VOTING POWER
0
|
||||
|
7
|
SOLE
DISPOSITIVE POWER
294,117
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
0
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
294,117
|
||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨ |
||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9 %
|
||||
|
12
|
TYPE
OF REPORTING PERSON
OO |
||||
Page 3 of
8 pages
|
CUSIP
No. 885807206
|
13G/A
|
Page
4 of 8 Pages
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN
C. TANG
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
(b) ý |
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES |
||||
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
294,117
|
|||
|
6
|
SHARED
VOTING POWER
0
|
||||
|
7
|
SOLE
DISPOSITIVE POWER
294,117
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
0
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
294,117
|
||||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨ |
||||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9 %
|
||||
|
12
|
TYPE
OF REPORTING PERSON
IN |
||||
Page 4 of
8 pages
| Item 1(a). | Name of Issuer: |
|
Threshold
Pharmaceuticals, Inc., a Delaware corporation (the
“Issuer”)
|
|
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
|
1300
Seaport Boulevard, Redwood City, California 94063
|
|
| Item 2(a). | Name of Person Filing: |
|
This
Statement on Schedule 13G /A (this “Statement”)
is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang
Capital Management, LLC, the general partner of Tang Capital Partners
(“Tang Capital Management”); and Kevin C. Tang, the manager of Tang
Capital Management.
|
|
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| 4401 Eastgate Mall, San Diego, CA 92121 | |
| Item 2(c). | Citizenship: |
|
Tang
Capital Partners is a Delaware limited partnership. Tang Capital
Management is a Delaware limited liability company. Mr. Tang is a United
States citizen.
|
|
| Item 2(d). | Title of Class of Securities: |
|
Common
Stock, $0.001 par value per share (the “Common
Stock”)
|
|
| Item 2(e). |
CUSIP
Number: 885807206
|
| Item 3. | Not applicable. | ||
| Item 4. | Ownership. | ||
|
|
(a) | Amount Beneficially Owned: | |
|
Tang Capital
Partners. Tang Capital Partners has the right to acquire
294,117 shares of common stock upon exercise of warrants it
holds. Tang Capital Partners shares voting and dispositive
power over such securities with Tang Capital Management and Kevin C.
Tang.
|
|||
|
Tang
Capital Management. Tang Capital
Management, as the general partner of Tang Capital Partners, may be deemed
to beneficially own the 294,117 shares of common stock acquirable upon
exercise of warrants held by Tang Capital Partners and shares voting and
dispositive power over such shares with Tang Capital Partners and Kevin C.
Tang.
|
|||
|
Kevin C.
Tang. Kevin C. Tang may be deemed to beneficially own
the 294,117 shares of common stock acquirable upon exercise of warrants
held by Tang Capital Partners, for which Tang Capital Management, of which
Mr. Tang is manager, serves as general partner. Mr. Tang shares voting and
dispositive power over such shares with Tang Capital Management and Tang
Capital
Partners.
|
|||
Page 5 of
8 pages
|
|
(b) | Percent of Class: | ||
| Tang Capital Partners | 0.9 % | |||
| Tang Capital Management | 0.9 % | |||
| Kevin C. Tang | 0.9 % | |||
|
|
(c) | Number of shares as to which such person has: | ||
| (i) | sole power to vote or to direct the vote: | |||
| Tang Capital Partners | 0 shares | |||
| Tang Capital Management | 0 shares | |||
| Kevin C. Tang | 0 shares | |||
| (ii) | shared power to vote or to direct the vote: | |||
| Tang Capital Partners |
294,117 shares
|
|||
| Tang Capital Management |
294,117 shares
|
|||
| Kevin C. Tang |
294,117 shares
|
|||
| (iii) | sole power to dispose or to direct the disposition of: | |||
| Tang Capital Partners | 0 shares | |||
| Tang Capital Management | 0 shares | |||
| Kevin C. Tang | 0 shares | |||
| (iv) | shared power to dispose or to direct the disposition of: | |||
| Tang Capital Partners |
294,117 shares
|
|||
| Tang Capital Management |
294,117 shares
|
|||
| Kevin C. Tang |
294,117 shares
|
|||
Page 6 of 8 pages
| Item 5. | Ownership of Five Percent or Less of a Class. | |||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x | ||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||
| Not applicable | ||||
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
|
|||
| Not applicable. | ||||
| Item 8. | Identification and Classification of Members of the Group. | |||
| Not applicable. | ||||
| Item 9. | Notice of Dissolution of Group. | |||
| Not applicable. | ||||
| Item 10. | Certification. | |||
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
|
||||
Page 7 of
8 pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Date: |
February 16,
2010
|
|
TANG
CAPITAL PARTNERS, LP
|
|
| By: Tang Capital Management, LLC, its General Partner | |
| By: | /s/ Kevin C. Tang |
| Kevin C. Tang, Manager | |
| TANG CAPITAL MANAGEMENT, LLC | |
| By: | /s/ Kevin C. Tang |
| Kevin C. Tang, Manager | |
| /s/ Kevin C. Tang | |
| Kevin C. Tang | |
Page 8 of 8 pages