SEC FORM 4

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

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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^*

Semon Dominique

(Last)

(First)

(Middle)

424 WEST 33RD STREET, STE 520

(Street)

NEW YORK

10001

(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)
04/30/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/11/2009		S		1,508,051⁽¹⁾	D	$2.02	0	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/25/2010		X		3,398,300⁽⁴⁾	A	$0.22	3,398,300	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/25/2010		S		793,803⁽⁴⁾	D	$0.9418	2,604,497	I	See footnotes⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options	$2.2	04/30/2009		P		169,914⁽⁵⁾		04/30/2009	04/03/2016	Preferred Stock	169,914	$0	169,914	I	See footnotes⁽²⁾⁽³⁾
Options	$0	04/30/2009		P		1,699,140⁽⁵⁾		04/30/2009	04/03/2016	Warrants	1,699,140	$0	1,699,140	I	See footnotes⁽²⁾⁽³⁾
Warrants	$0.22	04/30/2009		P		3,398,300⁽⁴⁾		04/30/2009	04/03/2016	Common Stock	3,398,300	$0.125	3,398,300	I	See footnotes⁽²⁾⁽³⁾
Options	$2.2	10/27/2009		X			169,914⁽⁵⁾	04/30/2009	10/31/2016	Preferred Stock	169,914	$0	0	I	See footnotes⁽²⁾⁽³⁾
Options	$0	10/27/2009		X			1,699,140⁽⁵⁾	04/30/2009	10/31/2016	Warrants	1,699,140	$0	0	I	See footnotes⁽²⁾⁽³⁾
Warrants	$0.22	10/27/2009		X		1,699,140⁽⁵⁾		10/27/2010	10/31/2016	Common Stock	1,699,140	$0	5,097,440	I	See footnotes⁽²⁾⁽³⁾
Preferred Stock	$2.2	10/27/2009		X		169,914⁽⁵⁾		10/27/2010	⁽⁶⁾	Common Stock	1,699,140	$2.2	509,744	I	See footnotes⁽²⁾⁽³⁾
Warrants	$0.22	02/25/2010		X			3,398,300⁽⁴⁾	04/30/2009	04/03/2016	Common Stock	3,398,300	$0.125	1,699,140	I	See footnotes⁽²⁾⁽³⁾

Explanation of Responses:

1. On December 11, 2009 Nexus Gemini L.P. ("Gemini") and Merlin Nexus II, L.P. ("Nexus II") sold 1,000,000 and 508,051 shares of Common Stock, respectively.

2. The Reporting Person is the managing member of Nexus Gemini Advisors, LLC and Merlin Biomed Private Equity Advisors, LLC, the investment advisors to Gemini, Nexus II, and Merlin Nexus III, L.P. ("the Funds"). The Funds own direct interests in the reported securities.

3. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. On April 30, 2009 Gemini and Nexus III acquired 1,399,300 and 1,999,000 warrants respectively. Each warrant was exercisable to purchase one share of common stock. On February 25, 2010 Gemini and Nexus III exercised 1,399,300 and 1,999,000 warrants, respectively, and thereby acquired 1,399,300 and 1,999,000 shares of common stock, respectively. Also on February 25, 2010, Gemini and Nexus III sold 326,860 and 466,943 shares of common stock, respectively.

5. On April 30, 2009 Gemini and Nexus III acquired options to purchase preferred stock and warrants. Gemini's option allowed it to purchase 69,964 shares of preferred stock, each convertible into 10 shares of common stock, and 699,640 warrants, each exercisable to purchase one share of common stock. Nexus III's option allowed it to purchase 99,950 shares of preferred stock, each share convertible into 10 shares of common stock, and 999,500 warrants, each exercisable to purchase one share of common stock. On October 27, 2009 Gemini and Nexus III exercised their options to acquire, respectively, 699,640 and 999,500 warrants and 69,964 and 99,950 shares of preferred stock.

6. No Expiration Date for these Preferred Shares.

	/s/ Semon Dominique	04/26/2010
	** Signature of Reporting Person	Date
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