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
X	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* ALTA BIOPHARMA PARTNERS III LP (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (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 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	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		P		10,910,596	A	$0.275	10,910,596	D
Common Stock	06/30/2010		P		732,745	A	$0.275	732,745	I	See Footnote(1)(2)
Common Stock	06/30/2010		P		268,883	A	$0.275	268,883	I	See Footnote(1)(3)
Common Stock	06/30/2010		C		4,577,280	A	$0.00	15,487,876	D
Common Stock	06/30/2010		C		307,390	A	$0.00	1,040,135	I	See Footnote(1)(2)
Common Stock	06/30/2010		C		112,800	A	$0.00	381,683	I	See Footnote(1)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(4)	06/30/2010		C			457,728	(4)	(4)	Common Stock	4,577,280	$0.00	0	D
Series A Preferred Stock	(4)	06/30/2010		C			30,739	(4)	(4)	Common Stock	307,390	$0.00	0	I	See Footnote(1)(2)
Series A Preferred Stock	(4)	06/30/2010		C			11,280	(4)	(4)	Common Stock	112,800	$0.00	0	I	See Footnote(1)(3)

1. Name and Address of Reporting Person* ALTA BIOPHARMA PARTNERS III LP (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* ALTA BIOPHARMA MANAGEMENT III LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* PENHOET EDWARD (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* DELEAGE JEAN (Last) (First) (Middle) ONE EMBARCADERO CENTER 37TH FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* CHAMPSI FARAH (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 4050 (Street) SAN FRANCISCO CA 94132 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

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, and Edward Hurwitz are directors of ABMIII and managers of Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII" and, along with ABMIII and ABPIIIKG, the "Funds") 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 pecuinary interest herein.

2. These securities are held by ABPIIIKG.

3. These securities are held by AEBPIII.

4. The Series A Preferred Stock automatically converted into common stock in accordance with the terms of the applicable Certificate of Designation of the Issuer on a 1-for-10 basis and had no expiration date.

Remarks:

	By Alta BioPharma Management III, LLC, it's General Partner, /s/ Edward Hurwitz	07/01/2010
	By Alta BioPharma Management III, LLC, it's Managing Limited Partner /s/ Jean Deleage, Director	07/01/2010
	/s/ Jean Deleage, Manager	07/01/2010
	/s/ Jean Deleage, Director	07/01/2010
	/s/ Edward Penhoet	07/01/2010
	/s/ Jean Deleage	07/01/2010
	/s/ Farah Champsi	07/01/2010
	** 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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