SEC Filing | Cyclacel Pharmaceuticals, Inc.

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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^*

HEALTHCARE FOCUS FUND LP

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD

SUITE 290

(Street)

CHICAGO

60631

(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	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series F Convertible Preferred Stock	03/10/2004	⁽¹⁾	Common Stock	163,473⁽¹³⁾	⁽¹⁾	D
Warrants to purchase Common Stock	03/16/2004	02/04/2007⁽¹¹⁾	Common Stock	89,002⁽¹³⁾	0.055⁽¹¹⁾	D
6% Convertible Promissory Note	03/10/2004	04/30/2004⁽¹²⁾	Common Stock	80,000⁽¹³⁾	9.625⁽¹²⁾	D
Series A Convertible Preferred Stock	03/10/2004	⁽¹⁾	Common Stock	143,539⁽¹³⁾	⁽¹⁾	I	Footnote⁽²⁾
Series B Convertible Preferred Stock	03/10/2004	⁽¹⁾	Common Stock	371,900⁽¹³⁾	⁽¹⁾	I	Footnote⁽³⁾
Series C Convertible Preferred Stock	03/10/2004	⁽¹⁾	Common Stock	203,502⁽¹³⁾	⁽¹⁾	I	Footnote⁽⁴⁾
Series D Convertible Preferred Stock	03/10/2004	⁽¹⁾	Common Stock	240,352⁽¹³⁾	⁽¹⁾	I	Footnote⁽⁵⁾
Series E Convertible Preferred Stock	03/10/2004	⁽¹⁾	Common Stock	170,045⁽¹³⁾	⁽¹⁾	I	Footnote⁽⁶⁾
Warrants to purchase Series A Convertible Preferred Stock	03/16/2004	08/31/2007⁽⁷⁾	Series A Convertible Preferred Stock/Common Stock	50,237⁽¹³⁾	5.225⁽⁷⁾	I	Footnote⁽⁷⁾
Warrants to purchase Common Stock	03/16/2004	08/08/2005⁽⁸⁾	Common Stock	26,918⁽¹³⁾	1.65⁽⁸⁾	I	Footnote⁽⁸⁾
Warrants to purchase Common Stock	03/16/2004	11/12/2006⁽⁹⁾	Common Stock	92,580⁽¹³⁾	0.055⁽⁹⁾	I	Footnote⁽⁹⁾
6% Convertible Promissory Notes	03/10/2004	04/30/2004⁽¹⁰⁾	Common Stock	274,666⁽¹³⁾	9.625⁽¹⁰⁾	I	Footnote⁽¹⁰⁾

Explanation of Responses:

1. These securities are preferred stock of Xcyte Therapies, Inc. and do not have an expiration date. Each share of its preferred stock will convert automatically into one share of common stock upon the closing of the initial public offering. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

2. Represents securities held by ARCH Venture Fund II, L.P. and ARCH Venture Fund III, L.P., both are affiliated entities of the Reporting Person. ARCH Venture Fund II, L.P. holds 114,832 shares of common stock upon conversion of preferred stock while ARCH Venture Fund III, L.P. holds 28,707 shares of common stock upon conversion of preferred stock.

3. Represents securities held by ARCH Venture Fund II, L.P. and ARCH Venture Fund III, L.P., both are affiliated entities of the Reporting Person. ARCH Venture Fund II, L.P. holds 66,115 shares of common stock upon conversion of preferred stock while ARCH Venture Fund III, L.P. holds 305,785 shares of common stock upon conversion of preferred stock.

4. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents 203,502 shares of common stock upon conversion of preferred stock.

5. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents 240,352 shares of common stock upon conversion of preferred stock.

6. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents 170,045 shares of common stock upon conversion of preferred stock.

7. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents a warrant to purchase 50,237 shares of preferred stock which would convert to common stock upon the close of initial public offering. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date.

8. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents a warrant to purchase 26,918 shares of common stock. Warrant is exercisable at the earlier of the closing of an initial public offering or its expiration date.

9. Represents securities held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Represents a warrant to purchase 92,580 shares of common stock. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date.

10. Represents promissory notes at 6% held by ARCH Venture Fund III, L.P.(AVF III), ARCH Venture Fund V, L.P.(AVF V) and ARCH V Entrepreneurs Fund, L.P.(AVEF), each of which is an affiliated entity of the Reporting Person. Interest and principal convertible into shares of common stock at the close of the initial public offering. AVF III holds 61,333 shares of common stock upon conversion of promissory notes, AVF V holds 211,905 shares of common stock upon conversion of promissory notes and AVEF holds 1,428 shares of common stock upon conversion of promissory notes. In addition, AVF V holds 32,482 shares of common stock upon conversion of warrant, AVF III holds 9,402 shares of common stock upon conversion of warrant, and AVEF holds 219 shares of common stock upon conversion of warrant; however, these warrants are null and void if the company completes its initial public offering, and as such are not reported.

11. Warrant is exercisable at the earlier of a close of an initial public offering or its expiration date. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

12. Represents a promissory note at 6%; interest and principal convertible into shares of common stock at the close of the initial public offering at $9.625 per share. The reporting person also holds 12,263 warrants to purchase common stock; however, the warrants are null and void if the company completes its initial public offering, and as such are not reported. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

13. Share amounts reflect a 5.5 to 1 reverse stock split effective immediately prior to the closing of the initial public offering.

	Healthcare Focus Fund, L.P., By: ARCH Venture Partners V, L.P., It's: General Partner, By: ARCH Venture Partners V, LLC, Its: General Partner; Keith Crandell, Managing Director /S/ Keith Crandell	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.
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