| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/10/2004 |
3. Issuer Name and Ticker or Trading Symbol
XCYTE THERAPIES INC [ XCYT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Convertible Promissory Note | 03/16/2004(10) | 03/16/2004 | Common Stock | 10,664 | 9.625 | I | See Footnote(1)(2) |
| Series A Convertible Preferred Stock | 03/16/2004(11) | 03/16/2004 | Common Stock | 478,466 | 5.225 | I | See Footnote(1)(3) |
| Series B Convertible Preferred Stock | 03/16/2004(11) | 03/16/2004 | Common Stock | 99,172 | 6.05 | I | See Footnote(1)(4) |
| Series C Convertible Preferred Stock | 03/16/2004(11) | 03/16/2004 | Common Stock | 207,805 | 9.185 | I | See Footnote(1)(5) |
| Series D Convertible Preferred Stock | 03/16/2004(11) | 03/16/2004 | Common Stock | 58,861 | 15.29 | I | See Footnote(1)(6) |
| Series E Convertible Preferred Stock | 03/16/2004(11) | 03/16/2004 | Common Stock | 64,741 | 15.29 | I | See Footnote(1)(7) |
| Series F Convertible Preferred Stock | 03/16/2004(11) | 03/16/2004 | Common Stock | 660 | 15.29 | I | See Footnote(1)(8) |
| Common Stock Warrants (right to buy) | 03/16/2004(12) | 03/16/2004(13) | Common Stock | 42,196 | 0.055 | I | See Footnote(1)(9) |
| Explanation of Responses: |
| 1. See Attachment |
| 2. See Attachment |
| 3. See Attachment |
| 4. See Attachment |
| 5. See Attachment |
| 6. See Attachment |
| 7. See Attachment |
| 8. See Attachment |
| 9. See Attachment |
| 10. See Attachment |
| 11. See Attachment |
| 12. See Attachment |
| 13. See Attachment |
| /s/ Joanna Lin Black, as Attorney-in-Fact for Robert L. Curry | 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. | ||
Attachment A
EXPLANATION TO RESPONSES:--------------------------------------------------------------------------------
Reporting Person Issuer Name and Ticker Symbol Statement for
MM/DD/YY
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Robert L. Curry Xcyte Therapies, Inc. (XCYT) 3/10/04
c/o The Sprout Group
3000 Sand Hill Road
Building 1, Suite 170
Menlo Park, CA 94025
--------------------------------------------------------------------------------(1) Sprout Capital VII, L.P. ("Sprout VII"), Sprout CEO Fund, L.P. ("Sprout
CEO"), DLJ First ESC, L.P. ("ESC") and Sprout Plan Investors, L.P. ("Plan
Investors") are Delaware limited partnerships. DLJ Capital Corporation
("DLJCC") is also the general partner of Sprout CEO and the managing
general partner of Sprout VII and, as such, is responsible for their
day-to-day management. DLJCC makes all of the investment decisions on
behalf of Sprout VII and Sprout CEO. DLJ Associates VII, L.P. ("Associates
VII"), a Delaware limited partnership, is a general partner of Sprout VII
and in accordance with the terms of the relevant partnership agreement,
does not participate in investment decisions made on behalf of Sprout VII.
DLJ Capital Associates VII, Inc. ("DLJCA VII"), a Delaware corporation and
wholly-owned subsidiary of CSFB-USA, is the managing general partner of
Associates VII. DLJ LBO Plans Management Corporation ("DLJLBO"), a Delaware
corporation, is the general partner of ESC and, as such, is responsible for
its day-to-day management. DLJLBO makes all of the investment decisions on
behalf of ESC. DLJ LBO Plans Management Corporation II ("DLJLBOII"), a
Delaware corporation, is the general partner of Plan Investors and, as
such, is responsible for its day-to-day management. DLJLBOII makes all of
the investment decisions on behalf of Plan Investors. DLJLBO and DLJLBOII
are wholly-owned subsidiaries of Credit Suisse First Boston Private Equity,
Inc. ("CSFBPE"), a Delaware corporation, which, in turn, is a wholly-owned
subsidiary of CSFB-USA.(2) Includes 213 shares of Common Stock, upon conversion of convertible
promissory notes held of record by DLJ Capital Corporation, 1,066 shares of
Common Stock, upon conversion of convertible promissory notes held of
record by Sprout Plan Investors, L.P., 9,278 shares of Common Stock, upon
conversion of convertible promissory notes held of record by Sprout Capital
VII, L.P. and 107 shares of Common Stock, upon conversion of convertible
promissory notes held of record by Sprout CEO Fund, L.P. Dr. Curry
disclaims beneficial ownership of shares held by these entities except to
the extent of his pecuniary interest therein.(3) Includes 9,569 share s of Series A Convertible Preferred Stock held of
record by DLJ Capital Corporation., 47,846 shares of Series A Convertible
Preferred Stock held of record by DLJ First ESC., L.P., 416,217 shares of
Series A Convertible Preferred Stock held of record by Sprout Capital VII,
L.P., and 4,834 shares of Series A Preferred Convertible Stock held of
record by Sprout CEO Fund, L.P. Dr. Curry disclaims beneficial ownership of
shares held by these entities except to the extent of his pecuniary
interest therein.(4) Includes 1,983 shares of Series B Convertible Preferred Stock held of
record by DLJ Capital Corporation., 9,917 shares of Series B Convertible
Preferred Stock held of record by DLJ First ESC., L.P., 86,270 shares of
Series B Convertible Preferred Stock held of record by Sprout Ca pital VII,
L.P., and 1,002 shares of Series B Preferred Convertible Stock held of
record by Sprout CEO Fund, L.P. Dr. Curry disclaims beneficial ownership of
shares held by these entities except to the extent of his pecuniary
interest therein.
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Reporting Person Issuer Name and Ticker Symbol Statement for
MM/DD/YY
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Robert L. Curry Xcyte Therapies, Inc. (XCYT) 3/10/04
c/o The Sprout Group
3000 Sand Hill Road
Building 1, Suite 170
Menlo Park, CA 94025
--------------------------------------------------------------------------------(5) Includes 4,156 shares of Series C Convertible Preferred Stock held of
record by DLJ Capital Corporation., 20,780 shares of Series C Convertible
Preferred Stock held of record by DLJ First ESC., L.P., 180,770 shares of
Series C Convertible Preferred Stock held of record by Sprout Capital VII,
L.P., and 2,099 shares of Series C Preferred Convertible Stock held of
record by Sprout CEO Fund, L.P. Dr. Curry disclaims beneficial ownership of
shares held by these entities except to the extent of his pecuniary
interest therein.(6) Includes 1,177 shares of Series D Convertible Preferred Stock held of
record by DLJ Capital Corporation., 5,886 shares of Series D Convertible
Preferred Stock held of record by DLJ First ESC., L.P., 51,204 shares of
Series D Convertible Preferred Stock held of record by Sprout Capital VII,
L.P., and 594 shares of Series D Preferred Convertible Stock held of record
by Sprout CEO Fund, L.P. Dr. Curry disclaims beneficial ownership of shares
held by these entities except to the extent of his pecuniary interest
therein.(7) Includes 1,308 shares of Series E Convertible Preferred Stock held of
record by DLJ Capital Corporation., 6,540 shares of Series E Convertible
; Preferred Stock held of record by DLJ First ESC., L.P., and 56,893 shares
of Series E Convertible Preferred Stock held of record by Sprout Capital
VII, L.P. Dr. Curry disclaims beneficial ownership of shares held by these
entities except to the extent of his pecuniary interest therein.(8) Includes 660 shares of Series F Convertible Preferred Stock held of record
by Sprout CEO Fund, L.P. Dr. Curry disclaims beneficial ownership of shares
held by these entities except to the extent of his pecuniary interest
therein.(9) Includes 843 shares of Common Stock issuable upon exercise of warrants held
of record by DLJ Capital Corporation, 4,219 shares of Common Stock issuable
upon exercise of warrants held of record by DLJ First ESC, L.P., 36,709
shares of Common Stock issuable upon exercise of war rants held of record by
Sprout Capital VII, L.P. and 425 shares of Common Stock issuable upon the
exercise of warrants held of record by Sprout CEO Fund, L.P. Dr. Curry
disclaims beneficial ownership of shares held by these entities except to
the extent of his pecuniary interest therein.(10) These convertible promissory notes will be converted in common stock upon
the completion of the initial public offering ("IPO").(11) Immediately following the closing of the IPO of the Issuer's common stock,
all outstanding shares of preferred stock will be converted into common
stock of the Issuer.(12) This warrant will be exercised upon the closing of the IPO through a net
exercise feature at the IPO price.(13) The warrant expires upon the closing of the IPO.
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 4th day of March, 2004. /s/ ROBERT E. CURRY Signature Robert E. Curry Print Name