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*
FROHLICH MARK

(Last) (First) (Middle)
C/O XCYTE THERAPIES
1124 COLUMBIA STREET, SUITE 130

(Street)
SEATTLE WA 98104

(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 10% Owner
X Officer (give title below) Other (specify below)
Medical Director and VP
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
Employee Stock Option (right to buy) 10/02/2005(1) 11/07/2011 Common Stock 7,272 5.5 D
Employee Stock Option (right to buy) 01/31/2006(2) 01/30/2012 Common Stock 29,090 5.5 D
Employee Stock Option (right to buy) 09/23/2007(3) 09/22/2013 Common Stock 27,575 5.5 D
Employee Stock Option (right to buy) 09/23/2007(4) 09/22/2013 Common Stock 8,788 5.5 D
Explanation of Responses:
1. Shares shall vest at a rate of 25% on October 2, 2002, and monthly thereafter until all shares are fully vested on October 2, 2005.
2. Shares shall vest at a rate of: 1/60th of total number of shares shall vest each month beginning January 1, 2002 for 36 months, then 1/30th of the total number of shares shall vest each month for the remaining 12 months until all shares are fully vested on January 1, 2006.
3. Shares shall vest at a rate of: 1/60th of total number of shares shall vest each month beginning September 23, 2003 for 36 months, then 1/30th of the total number of shares shall vest each month for the remaining 12 months until all shares are fully vested on September 23, 2007.
4. Shares shall vest at a rate of: 1/60th of total number of shares shall vest each month beginning September 23, 2003 for 36 months, then 1/30th of the total number of shares shall vest each month for the remaining 12 months until all shares are fully vested on September 23, 2007.
/s/ Joanna Lin Black , Attorney-in-Fact for Mark Frolich 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).
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.
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                                POWER OF ATTORNEY


        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kathi Cordova and Joanna Lin Black, signing singly, the
undersigned's true and lawful attorney-in-fact to:


        (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or 10% stockholder of Xcyte Therapies, Inc.
(the "Company"), Forms ID, 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 (the "Act") and the rules thereunder, and any
other forms or reports the undersigned may be required to file in connection
with the undersigned's ownership, acquisition or disposition of securities of
the Company;


        (2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form ID, 3,
4 or 5, or other form or report, and timely file such form or report with the
United States Securities and Exchange Commission and any stock exchange or
similar authority; and


        (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, 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 such
attorney-in-fact's discretion.


        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Act.


        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.


        IN WITNESS HEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 5th day of March, 2004.


/s/ MARK FROHLICH
-------------------------
Signature


Mark Frohlich


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