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Filing Details

Accession Number:: 0001179110-15-016634
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-12-21 21:25:58
Reporting Period:: 2015-07-24

Filing Date:: 2015-12-21
Accepted Time:: 2015-12-21 21:25:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1061027	Sunesis Pharmaceuticals Inc	SNSS	Pharmaceutical Preparations (2834)	943295878

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1461466	Dayton Misfeldt	C/O Bay City Capital Llc 750 Battery Street, Suite 400 San Francisco CA 94111		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-07-24	1,089,788	$1.32	5,596,088	No	4	X	Indirect	See footnotes.
Common Stock	Disposition	2015-07-24	415,877	$3.46	5,180,211	No	4	S	Indirect	See footnotes.
Common Stock	Acquisiton	2015-07-24	544,893	$1.32	5,725,104	No	4	X	Indirect	See footnotes.
Common Stock	Disposition	2015-07-24	207,938	$3.46	5,517,166	No	4	S	Indirect	See footnotes.
Common Stock	Acquisiton	2015-07-24	20,766	$1.32	106,638	No	4	X	Indirect	See footnotes.
Common Stock	Disposition	2015-07-24	7,925	$3.46	98,713	No	4	S	Indirect	See footnotes.
Common Stock	Acquisiton	2015-07-24	10,383	$1.32	109,096	No	4	X	Indirect	See footnotes.
Common Stock	Disposition	2015-07-24	3,962	$3.64	105,134	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See footnotes.
No	4	S	Indirect	See footnotes.
No	4	X	Indirect	See footnotes.
No	4	S	Indirect	See footnotes.
No	4	X	Indirect	See footnotes.
No	4	S	Indirect	See footnotes.
No	4	X	Indirect	See footnotes.
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Acquisiton	2015-07-24	1,089,788	$0.00	1,089,788	$1.32
Common Stock	Warrant (right to buy)	Acquisiton	2015-07-24	544,893	$0.00	544,983	$1.32
Common Stock	Warrant (right to buy)	Acquisiton	2015-07-24	20,766	$0.00	20,766	$1.32
Common Stock	Warrant (right to buy)	Acquisiton	2015-07-24	10,383	$0.00	1,083	$1.32

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2009-04-03	2016-04-03	No	4	X	Indirect
2009-10-03	2016-10-03	No	4	X	Indirect
2009-04-03	2016-04-03	No	4	X	Indirect
2009-10-03	2016-10-03	No	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,515	Indirect	See footnote.

Footnotes

The reporting person is a Managing Director of Bay City Capital LLC, a Delaware limited liability company ("BCC"). BCC is the manager of Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"). Management V is the general partner of Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V") and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held. Mr. Misfeldt, BCC and Management V disclaim beneficial ownership with respect to the securities reported in this Form 4, except to the extent of their pecuniary interest therein.
These securities are held by Fund V.
On July 27, 2015, Fund V exercised a warrant to purchase 1,089,788 shares of the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 415,877 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 673,911 shares.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.32 to $3.58 inclusive. Upon request, the reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares sold at each separate price within the ranges set forth in footnote four (4) of this Form 4.
On July 27, 2015, Fund V exercised a warrant to purchase 544,893 shares of the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 207,938 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 336,955 shares.
These securities are held by Co-Investment V.
On July 27, 2015, Co-Investment V exercised a warrant to purchase 20,766 shares of the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 7,925 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 12,841 shares.
On July 27, 2015, Co-Investment V exercised a warrant to purchase 10,383 shares of the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 3,962 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 6,421 shares.
These securities are held by BCC.