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*
ARCH MANAGEMENT PARTNERS II LP

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD
SUITE 290

(Street)
CHICAGO IL 606031

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
XCYTE THERAPIES INC [ XCYT ]
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)
10/29/2004
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
6% Convertible Exchangeable Preferred Stock (2) 10/29/2004 P 200,000(2) (2) (2) Common (2) $10(2) 851,060(1) I Footnote(1)
1. Name and Address of Reporting Person*
ARCH MANAGEMENT PARTNERS II LP

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD
SUITE 290

(Street)
CHICAGO IL 606031

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH VENTURE PARTNERS LP

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD
SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH VENTURE CORP

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD
SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
Explanation of Responses:
1. The amount reported in Column 9 represents 198,661 shares of 6% Convertible Exchangeable Preferred Stock purchased by ARCH Venture Fund V, L.P. and 1,339 shares of 6% Convertible Exchangeable Preferred Stock purchased by ARCH V Entrepreneurs Fund, L.P, with effect given to the conversion described in the footnote below. Such amount is subject to change based on the potential adjustments to the conversion price described in the footnote below. Each of these entities is an affiliated entity of the reporting persons, and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner thereof. See Exhibit 99
2. These securities are preferred stock of Xcyte Therapies and do not have an expiration date. Each share of 6% Convertible Exchangeable Preferred Stock can be converted by its holder into approximately 4.2553 shares of Xcytes common stock based on an initial conversion price of $2.35, subject to certain adjustments. Xcyte may automatically convert the convertible preferred stock into common stock if the closing price of the common stock has exceeded $3.53 for at least 20 trading days during any 30-day trading period, ending within five trading days prior to notice of automatic conversion.
ARCH Management Partners II, L.P., By: ARCH Venture Partners, L.P., Its General Partner, By: ARCH Venture Corporation, Its General Parner, /s/Keith Crandell, Keith Crandell, Managing Director 11/02/2004
ARCH Venture Partners, L.P., By: ARCH Venture Corporation, Its General Parner, /s/Keith Crandell, Keith Crandell, Managing Director 11/02/2004
ARCH Venture Corporation, By: /s/Keith Crandell, Keith Crandell, Managing Director 11/02/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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						Exhibit 99.1

				JOINT FILER INFORMATION

This statement on Form 4 is filed by ARCH Management Partners II,
L.P, ARCH Venture Partners, L.P. and ARCH Venture Corporation.  The
principal business address of each of the reporting persons is 8725
West Higgins Road, Suite 290, Chicago, IL  60631.  The reporting persons
 disclaim beneficial ownership of the securities listed herein except to
 the extent of their pecuniary interest therein.

Designated Filer:		ARCH Management Partners II, L.P.
Issuer and Ticker Symbol:	Xcyte Therapies, Inc. (XCYT)
Date of Event Requiring Statement:	October 29, 2004

ARCH MANAGEMENT PARTNERS II, L.P.
By: ARCH Venture Partners, L.P.
Its:  General Partner
By: ARCH Venture Corporation
Its:  General Partners
By: /s/ Keith Crandell
Name:  Keith Crandell
Title:    Managing Director

By: ARCH VENTURE PARTNERS, L.P.
By: ARCH Venture Corporation
Its:  General Partners
By: /s/ Keith Crandell
Name:  Keith Crandell
Title:    Managing Director


By: ARCH VENTURE CORPORATION
By: /s/ Keith Crandell
Name:  Keith Crandell
Title:    Managing Director