Filing Details

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
		OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4

 

	SCHEDULE 13G
	Under the Securities Exchange Act of 1934
	(Amendment No. ___)*

	Sunesis Pharmaceuticals, Inc.
	(Name of Issuer)

	Common Stock, par value $0.0001 per share
	(Title of Class of Securities)

	867328502
	(CUSIP Number)

	October 19, 2016
	(Date of Event which Requires Filing of this Statement)

CUSIP NO.

867328502

 

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)   Cormorant Global Healthcare Master Fund, LP
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [x]
3	SEC Use Only
4	Citizenship or Place of Organization.   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power   0 shares
		6 Shared Voting Power   831,500 shares   Refer to Item 4 below.
		7 Sole Dispositive Power   0 shares
		8 Shared Dispositive Power   831,500 shares   Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person   831,500 shares   Refer to Item 4 below.
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11	Percent of Class Represented by Amount in Row (9)*   4.28%   Refer to Item 4 below.
12	Type of Reporting Person (See Instructions)   PN (Partnership)

CUSIP NO.

867328502

CUSIP NO.

867328502

CUSIP NO.

867328502

 

Item 1.

Item 2.

CUSIP NO.

867328502

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:

Item 4.

Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

CUSIP NO.

867328502

 

			Bihua Chen - 0 shares
		(ii)	shared power to vote or to direct the vote
			Cormorant Global Healthcare Master Fund, LP – 831,500 shares Cormorant Global Healthcare GP, LLC - 831,500 shares Cormorant Asset Management, LLC - 1,000,000 shares Bihua Chen - 1,000,000 shares
		(iii)	sole power to dispose or to direct the disposition of
			Cormorant Global Healthcare Master Fund, LP - 0 shares Cormorant Global Healthcare GP, LLC - 0 shares Cormorant Asset Management, LLC - 0 shares Bihua Chen - 0 shares
		(iv)	shared power to dispose or to direct the disposition of
			Cormorant Global Healthcare Master Fund, LP – 831,500 shares Cormorant Global Healthcare GP, LLC - 831,500 shares Cormorant Asset Management, LLC - 1,000,000 shares Bihua Chen - 1,000,000 shares

 

*** Shares reported herein for Cormorant Asset Management, LLC represent shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Fund”), as reported herein, and shares which are beneficially owned by a managed account  (the “Account”). Cormorant Global Healthcare GP, LLC serves as the general partner of the Fund, and Cormorant Asset Management, LLC serves as the investment manager to both the Fund and the Account.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and Cormorant Asset Management, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

CUSIP NO.

867328502

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP NO.

867328502

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

October 31, 2016