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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OMB Number: 3235-0104
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1. Name and Address of Reporting Person*
CURRY ROBERT E

(Last) (First) (Middle)
C/O THE SPROUT GROUP
3000 SAND HILL ROAD, BLD 1, STE. 170

(Street)
MENLO PARK CA 94025

(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 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
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.
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Attachment A
EXPLANATION TO RESPONSES:

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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
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(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 shares 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 Capital 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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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
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(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 warrants 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.


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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 4th day of March, 2004.


/s/ ROBERT E. CURRY
Signature


Robert E. Curry
Print Name