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* TANG KEVIN C (Last) (First) (Middle) 4401 EASTGATE MALL (Street) SAN DIEGO CA 92121 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/29/2008	3. Issuer Name and Ticker or Trading Symbol THRESHOLD PHARMACEUTICALS INC [ THLD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/09/2008
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	736,405(1)(2)(3)	I(4)	By LP(4)
Common Stock	49,515	I(5)	As Trustee(5)
Common Stock	4,716	D(6)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* TANG KEVIN C (Last) (First) (Middle) 4401 EASTGATE MALL (Street) SAN DIEGO CA 92121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TANG CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 4401 EASTGATE MALL (Street) SAN DIEGO CA 92121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TANG CAPITAL PARTNERS LP (Last) (First) (Middle) 4401 EASTGATE MALL (Street) SAN DIEGO CA 92121 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On October 9, 2008, the reporting person mistakenly filed a Form 3 reporting the ownership of 1,400,988 shares of Common Stock by Tang Capital Partners, LP. As explained in footnote 2 and 3, Tang Capital Partners, LP only owned 736,405 shares of common stock on September 29, 2008 and therefore should not have filed a Form 3.

2. Tang Capital Partners, LP ("TCP") held shares of the Issuer in an account at Lehman Brothers International (Europe) ("LBIE"). On September 15, 2008 LBIE was placed into administration under United Kingdom law and four partners of PriceWaterhouseCoopers LLP were appointed as joint administrators (the "Joint Administrators"). The Joint Administrators have advised us that most of TCP's shares were rehypothecated. Certain non-rehypothecated shares were also held at LBIE and the timing and likelihood of the return is uncertain. The Joint Administrators and UK counsel have further advised that LBIE's customers will not be able to recover rehypothecated shares, but instead will be entitled to a general unsecured claim with respect to such shares.

3. Accordingly, TCP in this filing has reduced the number of shares of the Issuer held by TCP to the extent such shares were held at LBIE. By making this filing, TCP does not waive any argument that it is entitled to recover such shares and expressly reserves such arguments.

4. The securities are held by Tang Capital Partners, LP. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Mr. Tang disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

5. The securities are held by Kevin C. Tang as custodian for his minor children, as Trustee of the Tang Family Trust, and as Trustee of the Tang Advisors, LLC Profit Sharing Plan.

6. The securities are held by Kevin C. Tang's IRA.

Remarks:

	/s/ Kevin C. Tang	11/12/2008
	/s/ Kevin C. Tang, Managing Member	11/12/2008
	/s/ Kevin C. Tang, as Managing Member of Tang Capital Management, LLC, General Partner	11/12/2008
	** Signature of Reporting Person	Date
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