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*
ARCH VENTURE FUND III L P

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

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2004
3. Issuer Name and Ticker or Trading Symbol
XCYTE THERAPIES INC [ XCYT ]
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)
X Form filed by One Reporting Person
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)
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
Series A Convertible Preferred Stock 03/10/2004 (1) Common Stock 28,707(11) (1) D
Series B Convertible Preferred Stock 03/10/2004 (1) Common Stock 305,785(11) (1) D
Series C Convertible Preferred Stock 03/10/2004 (1) Common Stock 203,502(11) (1) D
Series D Convertible Preferred Stock 03/10/2004 (1) Common Stock 240,352(11) (1) D
Series E Convertible Preferred Stock 03/10/2004 (1) Common Stock 170,045(11) (1) D
Warrants to purchase Series A Convertible Preferred Stock 03/16/2004 08/31/2007(4) Series A Convertible Preferred Stock/Common Stock 50,237(11) 5.225(4) D
Warrants to purchase Common Stock 03/16/2004 08/08/2005(5) Common Stock 26,918(11) 1.65(5) D
Warrants to purchase Common Stock 03/16/2004 11/12/2006(6) Common Stock 92,580(11) 0.055(6) D
6% Convertible Promissory Notes 03/10/2004 04/30/2004(7) Common Stock 61,333(11) 9.625(7) D
Series A Convertible Preferred Stock 03/10/2004 (1) Common Stock 114,832(11) (1) I Footnote(2)
Series B Convertible Preferred Stock 03/10/2004 (1) Common Stock 66,115(11) (1) I Footnote(3)
6% Convertible Promissory Notes 03/10/2004 04/30/2004(8) Common Stock 293,333(11) 9.625(8) I Footnote(8)
Series F Convertible Preferred Stock 03/10/2004 (1) Common Stock 163,473(11) (10) I Footnote(10)
Warrants to purchase Common Stock 03/16/2004 02/04/2007(9) Common Stock 89,002(11) 0.055(9) I Footnote(9)
Explanation of Responses:
1. These securities are preferred stock of Xcyte Therapies, Inc. and do not have an expiration date.
2. Represents securities held by ARCH Venture Fund II, L.P., an affiliated entity of the Reporting Person. ARCH Venture Fund II, L.P. holds 114,832 shares of common stock upon conversion of preferred stock.
3. Represents securities held by ARCH Venture Fund II, L.P., an affiliated entity of the Reporting Person. ARCH Venture Fund II, L.P. holds 66,115 shares of common stock upon conversion of preferred stock.
4. Represents a warrant to purchase 50,237 shares of preferred stock which would convert to common stock upon the close of initial public offering. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
5. Represents a warrant to purchase 26,918 shares of common stock. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
6. Represents a warrant to purchase 92,580 shares of common stock. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
7. Represents promissory notes at 6%. Interest and principal convertible into shares of common stock at the close of the initial public offering at $9.625 per share. In addition, ARCH Venture Fund III, L.P. holds 9,402 shares of common stock upon conversion of warrant; however, these warrants are null and void if the company completes its initial public offering, and as such are not reported. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
8. Represents notes at 6% held by ARCH Venture Fund V, L.P., ARCH V Entrepreneurs Fund, L.P. and Healthcare Focus Fund, L.P., each of which is an affiliated entity of the Reporting Person. Interest and principal convertible into shares of common stock at the close of the initial public offering at $9.625 per share. ARCH Venture Fund V, L.P. holds 211,905 shares of common stock upon conversion of promissory notes, ARCH V Entrepreneurs Fund, L.P. holds 1,428 shares of common stock upon conversion of promissory notes, and Healthcare Focus Fund, L.P. holds 80,000 shares of common stock upon conversion of promissory notes. In addition, ARCH Venture Fund V, L.P., Healthcare Focus Fund, L.P., and ARCH V Entrepreneurs Fund, L.P. hold a warrant to purchase additional common stock; however, these warrants are null and void if the company completes its initial public offering, and as such are not reported.
9. Represents securities held by Healthcare Focus Fund, L.P., an affiliated entity of the Reporting Person. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date.
10. Represents 163,473 shares of common stock upon conversion of preferred stock held by Healthcare Focus Fund, L.P., an affiliated entity of the Reporting Person.
11. Share amounts reflect a 5.5 to 1 reverse stock split effective immediately prior to the closing of the initial public offering.
ARCH Venture Fund III, L.P., By: ARCH Venture Partners, LLC, Its: General Partner By: /s/Keith Crandell, Managing Director 03/10/2004
** 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 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).
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