Page 9 of 13 – SEC Filing
| (1) | The shares held by Fund V include 196,260 shares of Common Stock underlying warrants which are exercisable within 60 days of the date of this filing and the shares held by Co-Investment V include 3,740 shares of Common Stock underlying warrants which are exercisable within 60 days of the date of this filing. |
| (2) | Fund V, Co-Investment V, Management V and BCC constitute a group under Section 13(d) of the Exchange Act and consequently are deemed to have beneficial ownership of all shares held by members of the group. |
| (3) | All percentages in this table are based on (i) 34,248,322 shares of common stock of the Issuer outstanding as of October 27, 2017, plus (ii) shares of common stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) with respect to such Reporting Person. |
| (4) | Management V holds no shares of common stock directly. Management V is deemed to have beneficial ownership of common stock owned by Fund V and Co-Investment V due to its role as general partner of such funds. Investment and voting decisions by Management V are exercised by BCC as manager. |
| (5) | Due to its role as manager of Management V, BCC is deemed to have beneficial ownership of common stock deemed to be beneficially owned by Management V. |
The information required by Item 5 with respect to persons with whom voting or dispositive power is shared is set forth in Items 2 and 3 of the
Schedule 13 D.
To the best knowledge of the Reporting Persons, no person described in this Item 5 has effected any transaction in the common stock
of the Issuer during the past 60 days other than as described in Item 3.
To the best knowledge of the Reporting Persons, no person other than the
Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER |
Common Stock Purchase Warrant
A copy of
the Common Stock Purchase Warrant of Sunesis Pharmaceuticals, Inc. is filed as Exhibit 2 hereto and is incorporated by reference herein.
Other than as described in this Schedule 13D, to the best of the Reporting Persons knowledge, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Exhibit 1 | Joint Filing Agreement (incorporated by reference to Exhibit 7.1 to the Schedule 13 D). | |
| Exhibit 2 | Form of Common Stock Purchase Warrant of the Issuer, issued to Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, LP pursuant to the Underwriting Agreement, dated October 25, 2017 by and among the Issuer and Cowen and Company, LLC and Wells Fargo Securities, LLC, as representatives of the underwriters (incorporated by reference to Exhibit 4.2 the Issuers Current Report on Form 8-K, filed October 26, 2017). | |
