SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HURWITZ EDWARD

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/03/2009

3. Issuer Name and Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC [ SNSS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,044,750	I	See footnotes⁽¹⁾⁽²⁾
Common Stock	137,323	I	See footnotes⁽¹⁾⁽³⁾
Common Stock	50,391	I	See footnotes⁽¹⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrant	03/17/2006	03/17/2013	Common Stock	530,992	$6.21	I	See footnotes⁽¹⁾⁽²⁾
Common Stock Warrant	03/17/2006	03/17/2013	Common Stock	35,661	$6.21	I	See footnotes⁽¹⁾⁽³⁾
Common Stock Warrant	03/17/2006	03/17/2013	Common Stock	13,086	$6.21	I	See footnotes⁽¹⁾⁽⁴⁾
Series A Preferred Stock⁽⁵⁾	⁽⁶⁾	⁽⁷⁾	Common Stock	3,051,530⁽⁶⁾	$0.22⁽⁶⁾	I	See footnotes⁽¹⁾⁽²⁾
Series A Preferred Stock⁽⁵⁾	⁽⁶⁾	⁽⁷⁾	Common Stock	204,940⁽⁶⁾	$0.22⁽⁶⁾	I	See footnotes⁽¹⁾⁽³⁾
Series A Preferred Stock⁽⁵⁾	⁽⁶⁾	⁽⁷⁾	Common Stock	75,200⁽⁶⁾	$0.22⁽⁶⁾	I	See footnotes⁽¹⁾⁽⁴⁾
Common Stock Warrant⁽⁵⁾	04/03/2009	04/03/2016	Common Stock	3,051,530	$0.22	I	See footnotes⁽¹⁾⁽²⁾
Common Stock Warrant⁽⁵⁾	04/03/2009	04/03/2016	Common Stock	204,940	$0.22	I	See footnotes⁽¹⁾⁽³⁾
Common Stock Warrant⁽⁵⁾	04/03/2009	04/03/2016	Common Stock	75,200	$0.22	I	See footnotes⁽¹⁾⁽⁴⁾

Explanation of Responses:

1. Alta BioPharma Management III, LLC ("ABMIII") is the general partner of Alta BioPharma Partners III, L.P. ("ABPIII") and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG"). Jean Deleage, Farah Champsi, Edward Penhoet, Edward Hurwitz, and Alix Marduel are directors of ABMIII and managers of Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII" and, along with ABMIII and ABPIIIKG, the "Funds") and exercise shared voting and investment power with respect to the securities held by the funds. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein.

2. These securities are held by ABPIII.

3. These securities are held by ABPIIIKG.

4. These securities are held by AEBPIII.

5. Acquired in a private placement pursuant to the Securities Purchase Agreement dated March 31, 2009, which closed on April 3, 2009.

6. Each share of Series A Preferred Stock, which had an issue price of $2.20 per share, is initially convertible into 10 shares of common stock, subject to adjustment for any stock dividends, combinations, stock splits, recapitalizations and the like. The Series A Preferred Stock is convertible at the election of the holder at any time after the earlier of (i) one day following the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation) or (ii) January 24, 2011. All outstanding shares of Series A Preferred Stock would be automatically converted into shares of common stock upon the earlier to occur of: (i) the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred Stock; (ii) the date, following the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation), on which the closing bid price for the common stock has been

7. Not applicable.

Remarks:

	/s/ Edward Hurwtiz	04/07/2009
	** 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 5 (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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