SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

BAY CITY CAPITAL LLC

(Last)

(First)

(Middle)

750 BATTERY STREET

SUITE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PONIARD PHARMACEUTICALS, INC. [ PARD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2007

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

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 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 Following Reported Transaction(s) (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)	Code	V	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	08/10/2007		P		10,768⁽²⁾	A	$5.5	4,391,276⁽²⁾	D⁽¹⁾
Common Stock	08/10/2007		P		232⁽³⁾	A	$5.5	94,653⁽³⁾	D⁽¹⁾
Common Stock	08/10/2007		P		2,154⁽⁴⁾	A	$5.5	878,256⁽⁴⁾	I⁽¹⁾	See footnote⁽⁴⁾
Common Stock	08/10/2007		P		39⁽⁵⁾	A	$5.5	15,917⁽⁵⁾	I⁽¹⁾	See footnote⁽⁵⁾
Common Stock	08/10/2007		P		431⁽⁶⁾	A	$5.5	175,651⁽⁶⁾	I⁽¹⁾	See footnote⁽⁶⁾
Common Stock	08/10/2007		P		8⁽⁷⁾	A	$5.5	3,184⁽⁷⁾	I⁽¹⁾	See footnote⁽⁷⁾

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)	Code	V	(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)

1. Name and Address of Reporting Person^*

BAY CITY CAPITAL LLC

(Last)

(First)

(Middle)

750 BATTERY STREET

SUITE 400

(Street)

SAN FRANCISCO

94111

(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^*

Bay City Capital Management IV LLC

(Last)

(First)

(Middle)

750 BATTERY STREET, SUITE 400

(Street)

SAN FRANCISCO

94111

(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^*

Bay City Capital Fund IV, L.P.

(Last)

(First)

(Middle)

750 BATTERY STREET

SUITE 400

(Street)

SAN FRANCISCO

94111

(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^*

BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP

(Last)

(First)

(Middle)

750 BATTERY STREET

SUITE 400

(Street)

SAN FRANCISCO

94111

(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. Bay City Capital Fund IV, L.P. ("Fund IV"), Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment IV"), Bay City Capital Management IV LLC ("Management IV") and Bay City Capital LLC ("BCC") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934

2. Represents shares of Common Stock purchased and held by Fund IV.

3. Represents shares of Common Stock purchased and held by Co-Investment IV.

4. Represents the indirect interest of Management IV in shares of Common Stock purchased and held by Fund IV. Management IV is the general partner of Fund IV. Management IV disclaims beneficial ownership in such shares.

5. Represents the indirect interest of Management IV in shares of Common Stock purchased and held by Co-Investment IV. Management IV is the general partner of Co-Investment IV. Management IV disclaims beneficial ownership in such shares.

6. Represents the indirect interest of BCC in shares of Common Stock purchased and held by Fund IV. BCC is the manager of Management IV, the general partner of Fund IV. BCC disclaims beneficial ownership in such shares.

7. Represents the indirect interest of BCC in shares of Common Stock purchased and held by Co-Investment IV. BCC is the manager of Management IV, the general partner of Co-Investment IV. BCC disclaims beneficial ownership in such shares.

Remarks:

Signed by Fred Craves, Managing Director of BCC for itself, for and on behalf of Management IV in its capacity as manager thereof, and for and on behalf of Fund IV and Co-Investment Fund IV in its capacity as manager of Management IV, the general partner of Fund IV and Co-Investment IV.

	/s/ Fred Craves	08/14/2007
	** 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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