SEC FORM 4 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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
CREDIT SUISSE FIRST BOSTON/

(Last) (First) (Middle)
ELEVEN MADISON AVENUE

(Street)
NEW YORK NY 10010

(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)
Director X 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)
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 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)
Code V Amount (A) or (D) Price
Common Stock 03/19/2004 C 10,670 A $0 0 I See Footnotes(1)(2)
Common Stock 03/19/2004 C 478,466 A $0 0 I See Footnotes(1)(3)
Common Stock 03/19/2004 C 99,172 A $0 0 I See Footnotes(1)(4)
Common Stock 03/19/2004 C 207,805 A $0 0 I See Footnotes(1)(5)
Common Stock 03/19/2004 C 58,861 A $0 0 I See Footnotes(1)(6)
Common Stock 03/19/2004 C 64,741 A $0 0 I See Footnotes(1)(7)
Common Stock 03/19/2004 C 660 A $0 0 I See Footnotes(1)(8)
Common Stock 03/19/2004 C 35,360 A $0 0 I See Footnotes(1)(9)
Common Stock 03/19/2004 C 5,229 A $0 960,964 I See Footnotes(1)(10)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note $9.625 03/19/2004 C 10,670 (12) 03/19/2004 Common Stock 10,670 $9.625 0 I See Footnotes(1)(2)
Series A Convertible Preferred Stock (11) 03/19/2004 C 478,466 (12) 03/19/2004 Common Stock 478,466 $5.225 0 I See Footnotes(1)(3)
Series B Convertible Preeferred Stock (11) 03/19/2004 C 99,172 (12) 03/19/2004 Common Stock 99,172 $6.05 0 I See Footnotes(1)(4)
Series C Convertible Preferred Stock (11) 03/19/2004 C 207,805 (12) 03/19/2004 Common Stock 207,805 $9.185 0 I See Footnotes(1)(5)
Series D Convertible Preferred Stock (11) 03/19/2004 C 58,861 (12) 03/19/2004 Common Stock 58,861 $15.29 0 I See Footnotes(1)(6)
Series E Convertible Preferred Stock (11) 03/19/2004 C 64,741 (12) 03/19/2004 Common Stock 64,741 $15.29 0 I See Footnotes(1)(7)
Series F Convertible Preferred Stock (11) 03/19/2004 C 660 (12) 03/19/2004 Common Stock 660 $15.29 0 I See Footnotes(1)(8)
Common Stock Warrants (Right to Buy) $0.055 03/19/2004 X 35,360 (12) 03/19/2004 Common Stock 35,360 $0.055 0 I See Footnotes(1)(9)
Common Stock Warrants (Right to Buy) $1.65 03/19/2004 X 5,229 (12) 03/19/2004 Common Stock 5,229 $1.65 0 I See Footnotes(1)(10)
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. 1-for-1
12. Immediately
/s/ Ivy Dodes, on behalf of Credit Suisse First Boston business unit 03/23/2004
** 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).
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.
rrd29099_32986.html
Attachment A
EXPLANATION TO RESPONSES:


- --------------------------------------------- ----------------------------- --------------
Reporting Person                              Issuer Name and Ticker Symbol Statement for
                                                                            MM/DD/YY
- --------------------------------------------- ----------------------------- --------------
Credit Suisse First Boston, on behalf of the  Xcyte Therapies, Inc. (XCYT)  3/19/04
Credit Suisse First Boston business unit (1)
Eleven Madison Avenue
New York, New York 10010
- --------------------------------------------- ----------------------------- --------------


(1)  In accordance with Securities and Exchange Commission Release No. 34-39538
     (January 12, 1998), this Form 4 is being filed by Credit Suisse First
     Boston (the "Bank"), a Swiss bank, on behalf of itself and its
     subsidiaries, to the extent that they constitute the Credit Suisse First
     Boston business unit (the "CSFB business unit") excluding Asset Management
     (as defined below) (the "Reporting Person"). The CSFB business unit is also
     comprised of an asset management business principally conducted under the
     brand name Credit Suisse Asset Management ("Asset Management"). The
     Reporting Person provides financial advisory and capital raising services,
     sales and trading for users and suppliers of capital around the world and
     invests in and manages private equity and venture capital funds. Asset
     Management provides asset management and investment advisory services to
     institutional, mutual fund and private investors worldwide. The address of
     the Bank's principal business and office is Uetlibergstrasse 231, P.O. Box
     900, CH 8070 Zurich, Switzerland. The address of the Reporting Person's
     principal business and office in the United States is Eleven Madison
     Avenue, New York, New York 10010.


     The Bank owns directly a majority of the voting stock, and all of the
     non-voting stock, of Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware
     corporation. The address of CSFBI's principal business and office is Eleven
     Madison Avenue, New York, New York 10010. The ultimate parent company of
     the Bank and CSFBI, and the direct owner of the remainder of the voting
     stock of CSFBI, is Credit Suisse Group ("CSG"), a corporation formed under
     the laws of Switzerland. CSFBI owns all of the voting stock of Credit
     Suisse First Boston (USA), Inc. ("CSFB-USA"), a Delaware corporation and
     holding company. Credit Suisse First Boston LLC ("CSFB LLC"), a Delaware
     limited liability company, is a registered broker-dealer and the successor
     company of Credit Suisse First Boston Corporation ("CSFBC"). CSFB-USA is
     the sole member of CSFB LLC. The address of the principal business and
     office of each of CSFB-USA and CSFB LLC is Eleven Madison Avenue, New York,
     New York 10010.


     CSG is a global financial services company with two distinct business
     units. In addition to the CSFB business unit, CSG and its consolidated
     subsidiaries are comprised of the Credit Suisse Financial Services business
     unit. CSG's business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich,
     Switzerland.


     CSG, for purposes of the federal securities laws, may be deemed ultimately
     to control the Bank and the Reporting Person. CSG, its executive officers
     and directors, and its direct and indirect subsidiaries (including Asset
     Management and the Credit Suisse


     Financial Services business unit) may beneficially own shares of the
     securities of the issuer to which this Form relates (the "Shares") and such
     Shares are not reported in this statement. CSG expressly disclaims
     beneficial ownership of Shares beneficially owned by its direct and
     indirect subsidiaries, including the Reporting Person. The Reporting Person
     disclaims beneficial ownership of Shares beneficially owned by CSG, Asset
     Management and the Credit Suisse Financial Services business unit.

     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 which make investments for
     long term appreciation. DLJ Capital Corporation ("DLJCC"), a Delaware
     corporation and a wholly-owned subsidiary of CSFB-USA, acts as a venture
     capital partnership management company. 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. The
     address of the principal business and office of each of CSFB-USA, DLJCC,
     Sprout VII, ESC, Sprout CEO and Plan Investors is Eleven Madison Avenue,
     New York, New York 10010.


(2)  Includes 213 shares of Common Stock, upon conversion of convertible
     promissory notes held of record by DLJ Capital Corporation, 1,067 shares of
     Common Stock, upon conversion of convertible promissory notes held of
     record by Sprout Plan Investors, L.P., 9,283 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., all of which
     convertible promissory notes were converted to Common Stock upon the
     closing of the issuer's initial public offering.


(3)  Includes 9,569 shares of Series A Convertible Preferred Stock held of
     record by DLJ Capital Corporation., 47,846 shares of Common Stock, upon
     conversion of Series A Convertible Preferred Stock, held of record by DLJ
     First ESC., L.P., 416,217 shares of Common Stock, upon conversion of Series
     A Convertible Preferred Stock, held of record by Sprout Capital VII, L.P.,
     and 4,834 shares of Common Stock, upon conversion of Series A Preferred
     Convertible Stock, held of record by Sprout CEO Fund, L.P., all of which
     shares automatically converted to Common Stock upon the closing of the
     issuer's initial public offering.


(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., all of which shares automatically
     converted to Common Stock upon the closing of the issuer's initial public
     offering.


(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., all of which shares automatically
     converted to Common Stock upon the closing of the issuer's initial public
     offering.


(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., all of which shares automatically converted to
     Common Stock upon the closing of the issuer's initial public offering.


(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., all of which shares automatically converted to Common Stock upon
     the closing of the issuer's initial public offering.


(8)  Includes 660 shares of Series F Convertible Preferred Stock held of record
     by Sprout CEO Fund, L.P., all of which shares automatically converted to
     Common Stock upon the closing of the issuer's initial public offering.


(9)  Includes 707 shares of Common Stock issuable upon exercise of warrants held
     of record by DLJ Capital Corporation, 3,535 shares of Common Stock issuable
     upon exercise of warrants held of record by DLJ First ESC, L.P., 30,762
     shares of Common Stock issuable upon exercise of warrants held of record by
     Sprout Capital VII, L.P. and 356 shares of Common Stock issuable upon the
     exercise of warrants held of record by Sprout CEO Fund, L.P., all of which
     warrants were exercised upon the closing of the issuer's initial public
     offering through a net exercise feature at the initial public offering
     price.


(10) Includes 103 shares of Common Stock issuable upon exercise of warrants held
     of record by DLJ Capital Corporation, 523 shares of Common Stock issuable
     upon exercise of warrants held of record by DLJ First ESC, L.P., 4,551
     shares of Common Stock issuable upon exercise of warrants held of record by
     Sprout Capital VII, L.P. and 52 shares of Common Stock issuable upon the
     exercise of warrants held of record by Sprout CEO Fund, L.P., all of which
     warrants were exercised upon the closing of the issuer's initial public
     offering through a net exercise feature at the initial public offering
     price.