SC 13G 1 c59014_13g.htm

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




	Schedule 13G		OMB APPROVAL

	Under the Securities Exchange Act of 1934		OMB Number: 3235-0145
			Expires: February 28, 2009
	(Amendment No. )*		Estimated average burden
			hours per response 10.4

Threshold Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

885807206

(CUSIP Number)

October 5, 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)

x	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).

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 control number.


CUSIP No. 885807206	13G	Page 2 of 10 Pages


1.	NAMES OF REPORTING PERSONS
	Great Point Partners, LLC
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
	37-1475292
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o



	(b)	o




3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER
			0
	6.	SHARED VOTING POWER
			2,931,934¹
	7.	SOLE DISPOSITIVE POWER
			0
	8.	SHARED DISPOSITIVE POWER
			2,931,934¹


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,931,934¹
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.53%^{1, 2}
12.	TYPE OF REPORTING PERSON (See Instructions)
	OO


¹	Consists of 1,382,198 shares of Common Stock owned by Biomedical Value Fund, LP (“BVF”), 552,879 shares of Common Stock underlying a warrant held by BVF, 712,041 shares of Common Stock owned by Biomedical Offshore Value Fund, Ltd. (“BOVF”) and 284,816 shares of Common Stock underlying a warrant held by BOVF.

²	Based on a total of 33,555,961 shares of Common Stock outstanding, calculated as follows: 15,231,362 shares outstanding as of September 28, 2009, plus an additional 18,324,599 shares issued by the Issuer pursuant to a private placement as reported by the Issuer on a Form 8-K filed on September 30, 2009.


CUSIP No. 885807206	13G	Page 3 of 10 Pages


1.	NAMES OF REPORTING PERSONS
	Dr. Jeffrey R. Jay, M.D.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o



	(b)	o




3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER
			0
	6.	SHARED VOTING POWER
			2,931,934¹
	7.	SOLE DISPOSITIVE POWER
			0
	8.	SHARED DISPOSITIVE POWER
			2,931,934¹


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,931,934¹
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.53%^{1, 2}
12.	TYPE OF REPORTING PERSON (See Instructions)
	IN


CUSIP No. 885807206	13G	Page 4 of 10 Pages


1.	NAMES OF REPORTING PERSONS
	Mr. David Kroin
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o



	(b)	o




3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER
			0
	6.	SHARED VOTING POWER
			2,931,934¹
	7.	SOLE DISPOSITIVE POWER
			0
	8.	SHARED DISPOSITIVE POWER
			2,931,934¹


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,931,934¹
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.53%^{1, 2}
12.	TYPE OF REPORTING PERSON (See Instructions)
	IN


CUSIP No. 885807206	13G	Page 5 of 10 Pages


Item 1.

	(a)	Name of Issuer

		Threshold Pharmaceuticals, Inc.

	(b)	Address of Issuer’s Principal Executive Offices

		1300 Seaport Boulevard, Suite 500 Redwood City, California 94063

Item 2.
	(a)	Name of Person Filing

				Great Point Partners, LLC Dr. Jeffrey R. Jay, M.D. Mr. David Kroin

	The Reporting Persons have entered into a Joint Filing Agreement, dated October 15, 2009, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

	(b)	Address of Principal Business Office, or if none, Residence

		The address of the principal business office of each of the Reporting Persons is

			165 Mason Street, 3rd Floor Greenwich, CT 06830

	(c)	Citizenship

	Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen of the United States.

	(d)	Title of Class of Securities

		Common Stock

	(e)	CUSIP Number

		885807206

Item 3.	If this statement is filed pursuant to §240.13d-1(b) or 240.13d.2(b) or (c), check whether the person filing is a:

		Not Applicable.


(a)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)

(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c).

(d)	o	Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).


CUSIP No. 885807206	13G	Page 6 of 10 Pages


	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership

	Biomedical Value Fund, L.P. (“BVF”) is the record owner of 1,935,077 shares of Common Stock (the “BVF Shares”), consisting of 1,382,198 shares of Common Stock and warrants to purchase 552,879 shares of Common Stock. Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares.

	Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 996,857 shares of Common Stock (the “BOVF Shares”), consisting of 712,041 shares of Common Stock and warrants to purchase 284,816 shares of Common Stock. Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.

	Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares and the BOVF Shares, except to the extent of their respective pecuniary interests.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


	1.	Great Point Partners, LLC

	(a)	Amount beneficially owned: 2,931,934³

	(b)	Percent of class: 8.53%^{3, 4}


³	Consists of 1,382,198 shares of Common Stock owned by Biomedical Value Fund, LP (“BVF”), 552,879 shares of Common Stock underlying a warrant held by BVF, 712,041 shares of Common Stock owned by Biomedical Offshore Value Fund, Ltd. (“BOVF”) and 284,816 shares of Common Stock underlying a warrant held by BOVF.


CUSIP No. 885807206	13G	Page 7 of 10 Pages


	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: - 0 -

		(ii)	Shared power to vote or to direct the vote: 2,931,934³

		(iii)	Sole power to dispose or to direct the disposition of: - 0 -.

		(iv)	Shared power to dispose or to direct the disposition of: 2,931,934³

	2.	Dr. Jeffrey R. Jay, M.D.

	(a)	Amount beneficially owned: 2,931,934³

	(b)	Percent of class: 8.53%^3,4

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: - 0 -.

		(ii)	Shared power to vote or to direct the vote: 2,931,934³

		(iii)	Sole power to dispose or to direct the disposition of: - 0 -.

		(iv)	Shared power to dispose or to direct the disposition of: 2,931,934³

	3.	Mr. David Kroin

	(a)	Amount beneficially owned: 2,931,934³

	(b)	Percent of class: 8.53%^3,4

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: - 0 -.

		(ii)	Shared power to vote or to direct the vote: 2,931,934³

		(iii)	Sole power to dispose or to direct the disposition of: - 0 -.

		(iv)	Shared power to dispose or to direct the disposition of: 2,931,934³

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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person:

	See Item 4.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company




⁴	Based on a total of 33,555,961 shares of Common Stock outstanding, calculated as follows: 15,231,362 shares outstanding as of September 28, 2009, plus an additional 18,324,599 shares issued by the Issuer pursuant to a private placement as reported by the Issuer on a Form 8-K filed on September 30, 2009.


CUSIP No. 885807206	13G	Page 8 of 10 Pages


	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.


CUSIP No. 885807206	13G	Page 9 of 10 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: October 15, 2009


	GREAT POINT PARTNERS, LLC

	By:	/s/ Dr. Jeffrey R. Jay, M.D.

		Dr. Jeffrey R. Jay, M.D., as senior managing member

	/s/ Dr. Jeffrey R. Jay, M.D.

	DR. JEFFREY R. JAY, M.D.

	/s/ Mr. David Kroin

	MR. DAVID KROIN

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: October 15, 2009


	GREAT POINT PARTNERS, LLC

	By:	/s/ Dr. Jeffrey R. Jay, M.D.

		Dr. Jeffrey R. Jay, M.D., as senior managing member

	/s/ Dr. Jeffrey R. Jay, M.D.

	DR. JEFFREY R. JAY, M.D.

	/s/ Mr. David Kroin

	MR. DAVID KROIN