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*
PROQUEST ASSOCIATES II LLC

(Last) (First) (Middle)
600 ALEXANDER PARK
SUITE 204

(Street)
PRINCETON NJ 08540

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2005
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)
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 3,301,565 D(1)
Common Stock 138,640 D(2)
Common Stock 3,440,205 I(3)(4) By each of ProQuest Associates II LLC, Jay Moorin and Alain Schreiber
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*
PROQUEST ASSOCIATES II LLC

(Last) (First) (Middle)
600 ALEXANDER PARK
SUITE 204

(Street)
PRINCETON NJ 08540

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PROQUEST INVESTMENTS II ADVISORS FUND LP

(Last) (First) (Middle)
600 ALEXANDER PARK
STE 204

(Street)
PRINCETON NJ 08540

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PROQUEST INVESTMENTS II LP

(Last) (First) (Middle)
600 ALEXANDER PARK
SUITE 204

(Street)
PRINCETON NJ 08540

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Moorin Jay

(Last) (First) (Middle)
C/O PROQUEST INVESTMENTS, L.P.
600 ALEXANDER PARK

(Street)
SUITE 204 NJ 08540

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHREIBER ALAIN

(Last) (First) (Middle)
600 ALEXANDER PARK
SUITE 204

(Street)
PRINCETON NJ 08540

(City) (State) (Zip)
Explanation of Responses:
1. This line of Form 3 reports the direct beneficial ownership of shares of Threshold Pharmaceuticals, Inc. ("Threshold") by ProQuest Investments II, L.P., a Delaware limited partnership ("Investments II").
2. This line of Form 3 reports the direct beneficial ownership of shares of Threshold by ProQuest Investments II Advisors Fund,L.P., a Delware limited partnership ("Advisors").
3. This line of Form 3 reports the indirect beneficial ownership of shares of Threshold by ProQuest Associates II LLC ("Associates"), as the general partner of each of Investments II and Advisors, and by Jay Moorin and Alain Schreiber, as managing members of Associates.
4. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are or were, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owners of any securities covered by this Form. Each of the Reporting Persons disclaims beneficial ownership in the securities covered by this Form except to the extent such Reporting Persons' pecuniary interest in such securities.
/s/ Pasquale DeAngelis, as member of ProQuest Assoicates II LLC 02/04/2005
** 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 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.
                                                                    Exhibit 99.1

Pursuant  to  General  Instruction  number  5(b)(v)  to  Form 3,  the  following
additional reporting persons are covered by this joint filing:

Name:    ProQuest Investments II, L.P.
         ProQuest Investments II Advisors Fund, L.P.
         Jay Moorin
         Alain Schreiber

Address: 600 Alexander Park,
         Suite 204
         Princeton, NJ 08540

Designated Filer: ProQuest Associates II LLC

Issuer and Ticker Symbol:  Threshold Pharmaceuticals, Inc. (THLD)

Date of Event Requiring Statement:  2/4/05

Signatures:       /S/  PASQUALE DEANGELIS
                  Pasquale DeAngelis, as member
                  of the general partners of each of the
                  limited partnerships

                  /S/  PASQUALE DEANGELIS
                  Pasquale DeAngelis, as attorney-in-fact for
                  Jay Moorin and Alain Schreiber




                                                                    Exhibit 99.2

                             JOINT FILING AGREEMENT

     The  undersigned  hereby agree that statements on Schedules 13G and 13D and
Forms 3, 4 and 5 with  respect  to the  shares  of  common  stock  of  Threshold
Pharmaceuticals,  Inc.  and  any  amendments  thereto  signed  by  each  of  the
undersigned shall be filed on behalf of each of the undersigned  pursuant to and
in  accordance  with the  provisions  of Rule  13d-1(k)  promulgated  under  the
Securities  Exchange Act of 1934, as amended.  The  undersigned  hereby  further
agree that this Joint  Filing  Agreement  may be  included as an exhibit to such
statements  or  amendments.  This Joint Filing  Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument.


Dated: As of February 2, 2005                                          *        
                                          --------------------------------------
                                          Pasquale DeAngelis, individually, as a
                                          member of ProQuest Associates II LLC,
                                          as a member of ProQuest Associates II
                                          LLC on behalf of ProQuest Investments
                                          II, L.P. and ProQuest Investments II
                                          Advisors Fund, L.P.

                                                                       *        
                                          --------------------------------------
                                          Jay Moorin, individually


                                                                       *        
                                          --------------------------------------
                                          Alain Schreiber, individually


                                                                       *        
                                          --------------------------------------
                                          Joyce Tsang, individually


*By: /s/ Pasquale DeAngelis
     ----------------------
     Pasquale DeAngelis, Attorney-in-Fact
     Power of attorney filed as an exhibit hereto




                                                                      Exhibit 24

                               POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each of the  undersigned  hereby
constitutes and appoints, as of the date hereof, Pasquale DeAngelis,  his or her
true and lawful attorney-in-fact with full power of substitution, resubstitution
and revocation,  for the undersigned and in the  undersigned's  name,  place and
stead,  in  any  and  all  capacities,   including,  but  not  limited  to,  the
undersigned's  individual capacity and the undersigned's capacity as a member of
ProQuest  Associates II LLC, a Delaware limited liability  company  ("Associates
II"), to execute all  agreements,  certificates,  forms,  instruments,  or other
documents,  and to take  any  action,  necessary  to file  beneficial  ownership
reports on Schedules 13D and 13G and Forms 3, 4 and 5 (including  any amendments
thereto,  and including any beneficial ownership reports which may in the future
be required by the Securities and Exchange  Commission to be filed provided that
the purpose and form of such reports is  substantially  similar to Schedules 13D
or 13G or Form 3, 4 or 5) under  the  Securities  Exchange  Act of 1934 with the
Securities and Exchange  Commission or any stock exchange or similar  authority,
in connection with any equity investments
 in Threshold Pharmaceuticals,  Inc. by
each  of the  undersigned  in his or her  individual  capacity  and by  each  of
ProQuest  Investments  II, L.P.  ("Investments  II) and ProQuest  Investments II
Advisors Fund, L.P. ("Advisors", and together with Associates II and Investments
II, the "Companies").

     In connection  with the appointment of such  attorney-in-fact,  each of the
undersigned hereby grants unto said attorney-in-fact full power and authority to
do and  perform  each and every  act and thing  which,  in the  opinion  of such
attorney-in-fact,  may be requisite,  necessary, proper or of benefit to be done
in and  about  the  premises,  as  fully  to all  intents  and  purposes  as the
undersigned  might or could do in person,  thereby  ratifying and confirming all
that said  attorney-in-fact (or  attorney-in-fact's  substitute or substitutes),
may lawfully do or cause to be done by virtue hereof,  it being  understood that
the documents  executed by such  attorney-in-fact  on behalf of the  undersigned
pursuant to this Power of Attorney  shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in his own discretion.
Each of the undersigned  acknowledges  that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned,  is not assuming any
of the undersigned's or the Companies'  responsibilities  to comply with Section
13 or Section 16 of the Securities Exchange Act of 1934.

Dated:  As of February 2, 2005               /s/  Jay Moorin                    
                                             -----------------------------------
                                             Jay Moorin


                                             /s/ Alain Schreiber
                                             -----------------------------------
                                             Alain Schreiber


                                             /s/ Joyce Tsang                    
                                             -----------------------------------
                                             Joyce Tsang