SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MAYFIELD IX (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SUNESIS PHARMACEUTICALS INC [ SNSS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/30/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year) 10/04/2005	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2005		C		1,167,344	A	$0	1,167,344	D(1)(2)(3)
Common Stock	09/30/2005		P		66,500	A	$7	1,233,844	D(1)(2)(3)
Common Stock	09/30/2005		C		61,440	A	$0	61,440	I(1)(2)(3)	by MF AIII
Common Stock	09/30/2005		P		3,500	A	$7	64,940	I(1)(2)(3)	by MF AIII

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	$0	09/30/2005		C			2,945,000	(3)	(3)	Common Stock	535,454	$0	0	D(1)(2)
Series B Preferred Stock	$0	09/30/2005		C			1,096,153	(3)	(3)	Common Stock	318,713	$0	0	D(1)(2)
Series C Preferred Stock	$0	09/30/2005		C			593,750	(3)	(3)	Common Stock	313,177	$0	0	D(1)(2)
Series A Preferred Stock	$0	09/30/2005		C			155,000	(3)	(3)	Common Stock	28,182	$0	0	I(1)(2)	by MF AIII
Series B Preferred Stock	$0	09/30/2005		C			57,693	(3)	(3)	Common Stock	16,775	$0	0	I(1)(2)	by MF AIII
Series C Preferred Stock	$0	09/30/2005		C			31,250	(3)	(3)	Common Stock	16,483	$0	0	I(1)(2)	by MF AIII

1. Name and Address of Reporting Person* MAYFIELD IX (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MAYFIELD IX MANAGEMENT LLC (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* MAYFIELD ASSOCIATES FUND III L P (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* MAYFIELD VIII MANAGEMENT LLC (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* UNGER WILLIAM D (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* AUKEN WENDELL G VAN III (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* FONG KEVIN A (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* MYERS FRANK G JR (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* DALAL YOGEN K (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* HEIDRICH A GRANT III (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

Explanation of Responses:

1. The individual Reporting Persons are Managing Directors of Mayfield IX Management, LLC, the sole General Partner of Mayfield IX (MF IX), and they are also Managing Directors of Mayfield VIII Management, LLC, the sole General Partner of Mayfield Associates Fund III (MF AIII). The individual Reporting Persons may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by MF IX and MF AIII, but disclaim such beneficial ownership, except to the extent of their pecuniary interest therein.

2. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of all such equity securities covered by this statement. Each of the Reporting Persons included in this filing hereby designates Mayfield IX as its designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.

3. Upon closing of the initial public offering, all Preferred Stock held by MF IX converted to a cumulative total of 1,167,344 shares of Common Stock, and all Preferred Stock held by MF AIII converted to a cumulative total of 61,440 shares of Common Stock.

Remarks:

	James T. Beck, Attorney-In-Fact for each Reporting Person	12/22/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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