SEC Filing | Cyclacel Pharmaceuticals, Inc.

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SEC FORM 4/A SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DELEAGE JEAN

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XCYTE THERAPIES INC [ XCYT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/24/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/19/2004		P		125,000	A	$8	0	I	See Footnote⁽¹⁾
Common Stock	03/19/2004		C		1,017,400	A	$0.00	1,142,400	I	See Footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option	$0.00⁽²⁾	03/19/2004		C			0	⁽³⁾	03/19/2004	Common Stock	5,455	$0	5,455	D⁽⁴⁾
Series A Convertible Preferred Stock	$0.00⁽²⁾	03/19/2004		C			1,894,737	⁽³⁾	03/19/2004	Common Stock	1,894,737	$5.225	0	I	See Footnote⁽¹⁾
Series B Convertible Preferred Stock	$0.00⁽²⁾	03/19/2004		C			805,281	⁽³⁾	03/19/2004	Common Stock	805,281	$6.05	0	I	See Footnote⁽¹⁾
Series C Convertible Preferred Stock	$0.00⁽²⁾	03/19/2004		C			971,331	⁽³⁾	03/19/2004	Common Stock	971,331	$9.185	0	I	See Footnote⁽¹⁾
Series D Convertible Preferred Stock	$0.00⁽²⁾	03/19/2004		C			584,547	⁽³⁾	03/19/2004	Common Stock	584,547	$15.29	0	I	See Footnote⁽¹⁾
Series E Convertible Preferred Stock	$0.00⁽²⁾	03/19/2004		C			359,712	⁽³⁾	03/19/2004	Common Stock	359,712	$15.29	0	I	See Footnote⁽¹⁾
Common Stock Warrants (right to buy)	$0.00⁽²⁾	03/19/2004		X			261,312	⁽³⁾	03/19/2004	Common Stock	261,312	$0.055	0	I	See Footnote⁽¹⁾
Preferred Stock Warrants (right to buy)	$0.00⁽²⁾	03/19/2004		X			261,312	⁽³⁾	03/19/2004	Common Stock	261,312	$0.055	0	I	See Footnote⁽¹⁾
6% Convertible Promissory Note	$0.00⁽²⁾	03/19/2004		X			261,312	⁽³⁾	03/19/2004	Common Stock	261,312	$9.625	0	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

DELEAGE JEAN

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NOHRA GUY P

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALTA CALIFORNIA PARTNERS LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALTA EMBARCADERO PARTNERS LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GRUENER GARRETT

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALTA CALIFORNIA MANAGEMENT PARTNERS LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 1-for-5.5

3. Immed.

4. 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.

	/s/ Jean Deleage	03/24/2004
	** 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 4 (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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