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
	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) 06/30/2010
	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	06/30/2010		C		9,808,090(1)	A	(1)	9,808,090	D(2)(3)
Common Stock	06/30/2010		P		23,378,934	A	$0.275	33,187,024	D(2)(3)
Common Stock	06/30/2010		C		186,900(1)	A	(1)	186,900	D(2)(4)
Common Stock	06/30/2010		P		445,516	A	$0.275	632,416	D(2)(4)
Common Stock								9,091	D(2)(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
Series A Preferred Stock	$0.00	06/30/2010		C			980,809(1)	06/30/2010(1)	(6)	Common Stock	9,808,090(1)	$2.2	0	D(2)(3)
Series A Preferred Stock	$0.00	06/30/2010		C			18,690(1)	06/30/2010(1)	(6)	Common Stock	186,900(1)	$2.2	0	D(2)(4)

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. Each one (1) share of Series A Preferred Stock was converted into ten (10) shares of Common Stock upon the Issuer's common equity closing (as defined in the applicable Certificate of Designation).

2. 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.

3. 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.

4. 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.

5. BCC is the sole owner of these shares.

6. Not applicable.

Remarks:

Signed by Fred Craves, 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/ Fred Craves	07/01/2010
	** Signature of Reporting Person	Date
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