SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ENNIS GREGORY

(Last)

(First)

(Middle)

C/O PENINSULA EQUITY

3000 SAND HILL RD. BLDG. 3, STE. 125

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2003

3. Issuer Name and Ticker or Trading Symbol
GENITOPE CORP [ GTOP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,333	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Buy)	⁽¹⁾	10/31/2011	Common Stock	10,000	$1.2	D
Option (Right to Buy)	⁽²⁾	10/31/2012	Common Stock	10,000	$1.8	D
Series C Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	3,341	$4.5	D
Series C Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	6,236	$4.5	I	By Partnership⁽⁵⁾⁽⁶⁾
Series D Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	61,207	$7.8	I	By Partnership⁽⁵⁾⁽⁷⁾
Series E Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	39,609	$4.5	I	By Partnership⁽⁵⁾⁽⁷⁾
Series E Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	407,346	$4.5	I	By Partnership⁽⁵⁾⁽⁸⁾
Series D Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	2,895	$7.8	I	By Partnership⁽⁵⁾⁽⁹⁾

Explanation of Responses:

1. Fully vested.

2. Shares vest monthly in equal installments over a 12 month period beginning on November 1, 2002.

3. Convertible on a 1-for-1 basis into shares of Common Stock upon the completion of Issuer's initial public offering.

4. Not applicable.

5. Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

6. Shares are held directly by TB&G Enterprises. Reporting Person is a partner of TB&G Enterprises.

7. Shares are held directly by Peninsula Equity Partners, L.P. Reporting Person is a managing member of the general partner of Peninsula Equity Partners, L.P.

8. Shares are held directly by Peninsula Equity Partners SBIC, L.P. Reporting Person is a managing member of the general partner of Peninsula Equity Partners SBIC, L.P.

9. Shares are held directly by Peninsula Sodalis Fund, L.P. Reporting Person is a managing member of the general partner of Peninsula Sodalis Fund, L.P.

Remarks:

	/s/ Gregory Ennis	10/24/2003
	** Signature of Reporting Person	Date
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 5 (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.