13G Filing: RA Capital Management and Sunesis Pharmaceuticals Inc (SNSS)

 

CUSIP No. 867328700

13G

 

 

Item 1.

(a)       Name
of Issuer: Sunesis Pharmaceuticals, Inc. (the “Issuer”).

(b)       Address
of the Issuer’s Principal Executive Offices: 395 Oyster Point Boulevard, Suite 400, South San Francisco, California 94080

Item 2.

(a)       Name
of Person Filing: This joint statement on Schedule 13G is being filed by RA Capital Management, LLC (“Capital”)
and Peter Kolchinsky. Capital and Mr. Kolchinsky are collectively referred to herein as the “Reporting Persons.” Capital
is the general partner of the RA Capital Healthcare Fund, L.P. (the “Fund”) and serves as investment adviser for a
separately managed account (the “Account”). Mr. Kolchinsky is the manager of Capital. As the investment adviser to
the Fund and the Account, Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act
of 1934 (the “Act”), of any securities of the Issuer owned by the Fund or the Account. As the manager of Capital, Mr.
Kolchinsky may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially
owned by Capital. Capital and Mr. Kolchinsky disclaim beneficial ownership of the securities reported in this Schedule 13G Statement
(the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of the Act, and neither
the filing of the Statement nor the filing of this Amendment shall be deemed an admission that either Capital or Mr. Kolchinsky
is or was the beneficial owner of such securities for any other purpose.

(b)       Address
of Principal Business Office: The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20
Park Plaza, Suite 1200, Boston, MA 02116.

(c)        Citizenship:
Capital is a Massachusetts limited liability company. Mr. Kolchinsky is a United States citizen.

(d)       Title
and Class of Securities: Common stock (“Common Stock”)

(e)       CUSIP
Number: 867328700

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(e) RA Capital Management LLC is a registered investment adviser
and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);

(g) Peter Kolchinsky is a control person and is filing this
statement in accordance with §240.13d-1(b)(1)(ii)(G).