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* BAY CITY CAPITAL LLC (Last) (First) (Middle) 750 BATTERY STREET SUITE 400 (Street) SAN FRANCISCO CA 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) 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) Form filed by One Reporting Person X 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	9,091	D(1)(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)(4)	(5)	Common Stock	6,538,730(3)(4)	$0.22(3)(4)	D(1)(6)
Series A Preferred Stock	(3)(4)	(5)	Common Stock	124,600(3)(4)	$0.22(3)(4)	D(1)(7)
Common Stock Warrant	04/03/2009	04/03/2016	Common Stock	6,538,730	$0.22	D(1)(6)
Common Stock Warrant	04/03/2009	04/03/2016	Common Stock	124,600	$0.22	D(1)(7)

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) 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* Bay City Capital Management V LLC (Last) (First) (Middle) 750 BATTERY STREET SUITE 400 (Street) SAN FRANCISCO CA 94111 (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* Bay City Capital Fund V, L.P. (Last) (First) (Middle) 750 BATTERY STREET SUITE 400 (Street) SAN FRANCISCO CA 94111 (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* Bay City Capital Fund V Co-Investment Fund LP (Last) (First) (Middle) 750 BATTERY STREET SUITE 400 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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 purpose 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. BCC is the sole owner of these shares.

3. 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.

4. 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 equal to or at least $0.66 per share for a period of thirty trading days with an average trading volume during such period of at least 200,000 shares; or (iii) the common equity closing (as defined in the applicable Certificate of Designation).

5. Not applicable.

6. Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaim beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.

7. Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaim beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.

Remarks:

Signed by Carl Goldfischer, Managing Director of BCC for itself, for and on behalf of Management V in its capacity as manager thereof, and for and on behalf of Fund V and Co-Investment V in its capacity as manager of Management V, the general partner of Fund V and Co-Investment V.

	/s/ Carl Goldfischer	04/07/2009
	** Signature of Reporting Person	Date
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