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* ARCH VENTURE PARTNERS V LP (Last) (First) (Middle) C/O ARCH VENTURE PARTNERS 8725 W. HIGGINS RD. #290 (Street) CHICAGO IL 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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)
Series F Convertible Preferred Stock	03/10/2004	(1)	Common Stock	163,473(13)	(1)	I	Footnote(14)
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)
Warrants to purchase Common Stock	03/16/2004	02/04/2007(11)	Common Stock	89,002(13)	0.055(11)	I	Footnote(11)
6% Convertible Promissory Notes	03/10/2004	04/30/2004(12)	Common Stock	61,333(13)	9.625(12)	I	Footnote(12)
6% Convertible Promissory Note	03/10/2004	04/30/2004(10)	Common Stock	293,333(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.

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 closing of initial public offering. Warrant is exercisable at the earlier of the closing 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 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 the closing of an initial public offering or its expiration date.

10. Represents promissory notes at 6% held by Healthcare Focus Fund, L.P.(HFF), ARCH Venture Fund V, L.P.(AVFV) and ARCH V Entrepreneurs Fund, L.P.(AVEF) Interest and principal convertible into shares of common stock at the closing of the intial public offering. HFF holds 80,000 shares of common stock upon conversion of promissory notes, AVFV 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, AVEF, HFF and AVFV each hold a warrant for common stock; however, these warrants are null and void if the company completes its initial public offering, and as such are not reported. The reporting person is the general partner of AVFV, AVEF and HFF. The reporting person disclaims beneficial ownership in such common stock except to the extent of its pecuniary interest therein.

11. Represents warrants held by Healthcare Focus Fund, L.P. Warrant is exercisable at the earlier of the closing of an initial public offering or its expiration date. The reporting person is the general partner of Healthcare Focus Fund, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock.

12. Represents a promissory note at 6% held by ARCH Venture Fund III, L.P., an affiliated entity of the Reporting Person. Interest and principal convertible into shares of common stock at the closing of the initial public offering at $9.625 per share. ARCH Venture Fund III, L.P. holds a warrant to purchase common stock; however, the warrant is null and void if the company completes its intial public offering.

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

14. Represents 163,473 shares of common stock upon conversion of preferred stock held by Healthcare Focus Fund, L.P. The reporting person is the general partner of Healthcare Focus Fund, L.P., and disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares of common stock.

	ARCH Venture Partners V, L.P., By:ARCH Venture Partners V, LLC, Its General Partner, By:Keith Crandell, Managing Director, /s/ Keith Crandell	03/10/2004
	** Signature of Reporting Person	Date
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