SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

FINNEY STANFORD C JR

(Last)

(First)

(Middle)

C/O SPYGLASS TRADING LP

8201 PRESTON ROAD, LB21 STE.440

(Street)

DALLAS

75225

(City)

(State)

(Zip)

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

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/29/2004	12/29/2004	J	81,734⁽¹⁾	A	⁽²⁾	474,988	D
Common Stock	12/29/2004	12/29/2004	J	101,507⁽³⁾	D	⁽²⁾	230,000	I	By Partnership⁽⁴⁾⁽⁵⁾
Common Stock							353,121	I	By Partnership⁽⁵⁾⁽⁶⁾
Common Stock	12/29/2004	12/29/2004	J	3,390⁽¹⁾	A	⁽²⁾	357,193	I	By Corporation⁽⁵⁾⁽⁷⁾
Common Stock	12/29/2004	12/29/2004	J	3,745⁽¹⁾	A	⁽²⁾	345,503	I	By Corporation⁽⁵⁾⁽⁸⁾
Common Stock							23,000	I	By Partnership⁽⁵⁾⁽⁹⁾
Common Stock							42,724	I	By Partnership⁽⁵⁾⁽¹⁰⁾
Common Stock	12/29/2004	12/29/2004	J	89,893⁽³⁾	D	⁽²⁾	0	I	By Partnership⁽⁵⁾⁽¹¹⁾
Common Stock	12/29/2004	12/29/2004	J	56,057⁽³⁾	D	⁽²⁾	0	I	By Partnershp⁽⁵⁾⁽¹²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$1.8						⁽¹³⁾	05/18/2013	Common Stock	10,000		10,000	D
Option (Right to Buy)	$12.6						⁽¹⁴⁾	11/03/2013	Common Stock	25,000		25,000	D
Option (Right to Buy)	$9						⁽¹⁵⁾	06/13/2014	Common Stock	10,000		10,000	D
Option (Right to Buy)	$9						⁽¹⁶⁾	06/13/2014	Common Stock	3,000		3,000	D
Warrant (Right To Buy)	$9						⁽¹⁷⁾	08/29/2008	Common Stock	259,333		259,333	D

Explanation of Responses:

1. Represents shares distributed by Rainbow Futures Partners, Ltd. (23,710), Rainbow Trading Ventures Partners, Ltd. (29,995) and Shinnecock Investment Partners (28,029) to Reporting Person.

2. Not applicable.

3. Represents shares distributed in pro rata partnership distribution.

4. Shares are held directly by Rainbow Futures Partners, Ltd. Reporting Person is a controlling shareholder of the general partner of Rainbow Futures Partners, Ltd.

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

6. Shares are held directly by Rainbow Investors. Reporting Person is the managing partner of Rainbow Investors.

7. Shares are held directly by Rainbow Trading Corporation. Reporting Person is a controlling shareholder of Rainbow Trading Corporation.

8. Shares are held directly by Rainbow Trading Systems, Inc. Reporting Person is a controlling shareholder of Rainbow Trading Systems, Inc.

9. Shares are held directly by Stingray Partners. Reporting Person is a general partner Stingray Partners.

10. Shares are held directly by Pinehurst Investment Partners. Reporting Person is the managing partner of Pinehurst Investment Partners.

11. Rainbow Trading Venture Partners, Ltd. ceased making investments and distributed its assets to all investing partners, including the 89,893 shares of Issuer common stock previously reported as beneficially owned by Rainbow Trading Venture Partners, Ltd. Reporting Person is a controlling shareholder of the general partner of Rainbow Trading Venture Partners, Ltd.

12. Shinnecock Investment Partners ceased making investments and distributed its assets to all investing partners, including the 56,057 shares of Issuer common stock previously reported as beneficially owned by Shinnecock Investment Partners. Reporting Person is the managing partner of Shinnecock Investment Partners.

13. The option vests in equal quarterly installments over one year from 5/19/2003.

14. The option vests in 12 equal monthly installments beginning on 11/4/2003.

15. The option vests in 36 equal monthly installments beginning on 6/14/2004.

16. The option vests in 12 equal monthly installments beginning on 6/14/2004.

17. Immediate.

Remarks:

	/s/ Stanford C. Finney	02/11/2005
	** 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 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).
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