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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
DELEAGE JEAN

(Last) (First) (Middle)
ONE EMBARCADERO CENTER
SUITE 4050

(Street)
SAN FRANCISCO CA 94111

(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)
X 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
Director Stock option 03/16/2004 11/15/2006 Common Stock 30,000 0.055 D(1)
Series A Convertible Preferred Stock 03/16/2004 03/16/2004 Common Stock 1,894,737 5.225 I See Footnote(2)
Series B Convertible Preferred Stock 03/16/2004 03/16/2004 Common Stock 805,281 6.05 I See Footnote(2)
Series C Convertible Preferred Stock 03/16/2004 03/16/2004 Common Stock 971,331 9.185 I See Footnote(2)
Series D Convertible Preferred Stock 03/16/2004 03/16/2004 Common Stock 584,547 15.29 I See Footnote(2)
Series E Convertible Preferred Stock 03/16/2004 03/16/2004 Common Stock 359,712 15.29 I See Footnote(2)
Common Stock Warrants (right to buy) 03/16/2004 08/07/2005 Common Stock 65,468 0.055 I See Footnote(2)
Common Stock Warrants (right to buy) 03/16/2004 11/13/2006 Common Stock 195,844 0.055 I See Footnote(2)
6% Convertible Promissory Note 03/16/2004 03/16/2004 Common Stock $1,250,000 9.625 I See Footnote(2)
Explanation of Responses:
1. Jean Deleage,Director,is a general partner of Alta California Management Partners,LLC(which is the general partner of Alta California Partners, L.P.)("ACP"), and a member of Alta Embarcadero Partners ,LLC("AEP"). As a general partner and member of such funds , he may be deemed to share voting and investment powers over the shares held by such funds He disclaims beneficial ownership of the shares held by ACP & AEP , except to the extent of his proportionate interests therein. Mr.Deleage holds a stock option for 30,000 shares of Common Stock that was granted on 11/15/96.
2. Alta Partners ("AP") provides investment advisory services to several venture capital funds including, Alta California Partners, L.P. ("ACP") and Embarcadero Partners ,LLC("AEP").The respective general partner and members of ACP & AEP exercise sole voting and investment power with respect to the shares held by such funds. Jean Deleage , Garrett Gruener and Guy Nophra are general partners ("GP") of Alta California Management Partners, LLC (which is the general partner of ACP), and Jean Deleage and Garrett Gruener are members of AEP (collectively known as the "principals"). As GP and members of such funds, they may be deemed to share voting and investment powers over the shares held by such funds. The principles of AP disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein.
/s/ Jean Deleage 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.
rrd27884_31575.html

         Holder                         Type of Security          Shares of Stock Held by the Holder
-----------------------------    --------------------------------- --------------------------------
Alta California Partners, L.P             Common Stock                         130,207
Alta California Partners, L.P               Series A                         1,840,086
Alta California Partners, L.P               Series B                            787,294
Alta California Partners, L.P               Series C                            949,635
Alta California Partners, L.P               Series D                            571,491
Alta California Partners, L.P               Series E                            351,677
Alta California Partners, L.P       Warrants for Common Stock*                255,475
Alta California Partners, L.P    6% Convertible Promissory Note**       $ 1,222,080.00


Alta Embarcadero Partners, LLC             Common Stock                           2,974
Alta Embarcadero Partners, LLC             Series A                            54,651
Alta Embarcadero Partners, LLC             Series B                            17,987
Alta Embarcadero Partners, LLC             Series C                            21,686
Alta Embarcadero Partners, LLC             Series D                            13,056
Alta Embarcadero Partners, LLC             Series E                              8,035
Alta Embarcadero Partners, LLC   Warrants for Common Stock *                      5,837
Alta Embarcadero Partners, LLC   6% Convertible Promissory Note**       $    27,920.00


*Warrants for Common Stock will be net exercised for Common Stock at the Issuer's initial public offering.
The number of shares received will depend on the initial public offering price of the Common Stock.
**The Promissory notes will be converted into Common Stock at the IPO: ACP will receive 130,207 shares and AEP will receive 2,974 shares.