13D Filing: Bay City Capital Fund V, L.P. and Sunesis Pharmaceuticals Inc (SNSS)

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The funds used to purchase the Shares acquired in the Offering detailed above are from capital contributions from
the respective partners of each of the Purchasers.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13 D is supplemented and amended, as the case may
be, as follows:

The disclosure in Item 3 is incorporated by reference herein.

Fund V and Co-Investment V purchased the Shares for investment purposes with the aim of increasing the value of the investment and the Issuer.

The Purchasers hold the securities for investment purposes. Whether the Reporting Persons or their affiliates purchase any additional securities or dispose of
any securities, and the amount and timing of any such transactions, will depend upon the Reporting Persons continuing assessments of pertinent factors, including the availability of shares of common stock or other securities for purchase at
particular price levels, the business and prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors and management of
the Issuer, the availability and nature of opportunities to dispose of shares in the Issuer and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest with the Issuer, which could include
items in subparagraphs (a) through (j).

Depending upon their assessments of the above factors from time to time, the Reporting Persons or their
affiliates may change their present intentions as stated above, including assessing whether to make suggestions to the management of the Issuer regarding financing, and whether to acquire additional securities of the Issuer, including shares of
common stock (by means of open market purchases, privately negotiated purchases, or otherwise) or to dispose of some or all of the securities of the Issuer, including shares of common stock, under their control.

Except as otherwise disclosed herein, at the present time, the Reporting Persons do not have any plans or proposals with respect to any extraordinary
corporate transaction involving the Issuer including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Schedule 13 D is supplemented and amended, as
the case may be, as follows:

As of the close of business on October 27, 2017, Fund V, Co-Investment Fund V, Management V and BCC owned directly
and/or indirectly the following shares:

Reporting Person

Shares Held
Directly(1)
Sole
Voting Power
Shared
Voting Power
Sole
Dispositive
Power
Shared
Dispositive
Power
Beneficial
Ownership(2)
Percentage
Of
Class(3)

Fund V

1,794,520 0 1,828,968 0 1,828,968 1,828,968 5.3 %

Co-Investment V

34,196 0 1,828,968 0 1,828,968 1,828,968 5.3 %

Management V(4)

0 1,828,968 0 1,828,968 0 1,828,968 5.3 %

BCC(5)

252 1,828,968 0 1,828,968 0 1,828,968 5.3 %

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