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*
BAY CITY CAPITAL LLC

(Last) (First) (Middle)
750 BATTERY STREET
SUITE 400

(Street)
SAN FRANCISCO CA 94111

(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)
08/27/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 08/27/2014 S 98,817 D $8.163 (2) 4,795,570 D (1) (2) (3)
Common Stock 08/27/2014 S 1,883 D $8.163 (2) 4,793,687 D (1) (2) (4)
Common Stock 08/28/2014 S 196,260 D $7.8851 (5) 4,597,427 D (1) (3) (5)
Common Stock 08/28/2014 S 3,740 D $7.8851 (5) 4,593,687 D (1) (4) (5)
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
1. Name and Address of Reporting Person*
BAY CITY CAPITAL LLC

(Last) (First) (Middle)
750 BATTERY STREET
SUITE 400

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bay City Capital Management V LLC

(Last) (First) (Middle)
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bay City Capital Fund V, L.P.

(Last) (First) (Middle)
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bay City Capital Fund V Co-Investment Fund, L.P.

(Last) (First) (Middle)
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), 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") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and 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 by Fund V and Co-Investment V.
2. This transaction was executed in multiple trades at prices ranging from $8.06 to $8.2450. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
4. Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
5. This transaction was executed in multiple trades at prices ranging from $7.75 to $8.06. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
Remarks:
Signed by Carl Goldfischer, Managing Director of Bay City Capital LLC for itself; for and on behalf of Bay City Capital Management V LLC in its capacity as manager thereof; and for and on behalf of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. in its capacity as manager of Bay City Capital Management V LLC, the general partner of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P.
/s/ Carl Goldfischer 08/29/2014
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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