SEC FORM 4

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^*

LEFF JONATHAN S

(Last)

(First)

(Middle)

C/O SUNESIS PHARMACEUTICALS, INC.

341 OYSTER POINT BOULEVARD

(Street)

SOUTH SAN FRANCISCO

94080

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2005

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2005		C⁽¹⁾		1,442,595⁽²⁾	A	$0.00⁽¹⁾	1,442,595⁽²⁾	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock	09/30/2005		C⁽¹⁾		934,127⁽²⁾	A	$0.00⁽¹⁾	934,127⁽²⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	09/30/2005		P⁽⁸⁾		445,000	A	$7	1,379,127	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock								2⁽²⁾	I	By Daughter
Common Stock								2⁽²⁾	I	By Son

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	09/30/2005		C⁽¹⁾			1,326,617⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	1,442,595⁽²⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	09/30/2005		C⁽¹⁾			473,531⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	934,127⁽²⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. All outstanding shares of Preferred Stock were automatically converted into shares of Common Stock upon the closing of the Issuer's Initial Public Offering ("IPO").

2. Reflects a reverse stock split that occurred in connection with the Issuer's IPO.

3. Shares held by Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership.

4. Shares held by Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership, and two affiliated partnerships (collectively, "WPEP").

5. Warburg Pincus Partners LLC, a New York limited liability company ("WPP LLC") and a subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"), is the general partner of WPEP. WPEP is managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC"). The reporting person is a general partner of WP and a managing director and member of WP LLC, and therefore, may be deemed to have an indirect pecuniary interest over these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

6. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of WPEP, WPP LLC, WP and WP LLC may be deemed to be the beneficial owner of all of the shares of Common Stock owned by WPEP. Each of WPP LLC, WP and WP LLC disclaim beneficial ownership of all shares of the Common Stock that will be owned by WPEP, except to the extent of any indirect pecuniary interest therein.

7. Shares of Preferred Stock were convertible into shares of Common Stock at any time and had no expiration date.

8. WPEP purchased an additional 445,000 shares of Common Stock in connection with the Issuer's IPO.

	Daryl B. Winter, as attorney-in-fact for Jonathan S. Leff	10/04/2005
	** 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 4 (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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