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^*

Misfeldt Dayton

(Last)

(First)

(Middle)

C/O BAY CITY CAPITAL LLC

750 BATTERY STREET, SUITE 400

(Street)

SAN FRANCISCO

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2015

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	07/24/2015		X		1,089,788	A	$1.32	5,596,088	I	See footnotes.⁽¹⁾⁽²⁾
Common Stock	07/24/2015		S⁽³⁾		415,877	D	$3.46⁽⁴⁾	5,180,211	I	See footnotes.⁽¹⁾⁽²⁾
Common Stock	07/24/2015		X		544,893	A	$1.32	5,725,104	I	See footnotes.⁽¹⁾⁽²⁾
Common Stock	07/24/2015		S⁽⁵⁾		207,938	D	$3.46⁽⁴⁾	5,517,166	I	See footnotes.⁽¹⁾⁽²⁾
Common Stock	07/24/2015		X		20,766	A	$1.32	106,638	I	See footnotes.⁽¹⁾⁽⁶⁾
Common Stock	07/24/2015		S⁽⁷⁾		7,925	D	$3.46⁽⁴⁾	98,713	I	See footnotes.⁽¹⁾⁽⁶⁾
Common Stock	07/24/2015		X		10,383	A	$1.32	109,096	I	See footnotes.⁽¹⁾⁽⁶⁾
Common Stock	07/24/2015		S⁽⁸⁾		3,962	D	$3.64⁽⁴⁾	105,134	I	See footnotes⁽¹⁾⁽⁶⁾
Common Stock								1,515	I	See footnote.⁽¹⁾⁽⁹⁾

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)
Warrant (right to buy)	$1.32	07/24/2015		X		1,089,788		04/03/2009	04/03/2016	Common Stock	1,089,788	$0	0	I	See footnotes.⁽¹⁾⁽²⁾
Warrant (right to buy)	$1.32	07/24/2015		X		544,893		10/03/2009	10/03/2016	Common Stock	544,983	$0	0	I	See footnotes.⁽¹⁾⁽²⁾
Warrant (right to buy)	$1.32	07/24/2015		X		20,766		04/03/2009	04/03/2016	Common Stock	20,766	$0	0	I	See footnotes.⁽¹⁾⁽⁶⁾
Warrant (right to buy)	$1.32	07/24/2015		X		10,383		10/03/2009	10/03/2016	Common Stock	1,083	$0	0	I	See footnotes.⁽¹⁾⁽⁶⁾

Explanation of Responses:

1. The reporting person is a Managing Director of Bay City Capital LLC, a Delaware limited liability company ("BCC"). BCC is the manager of Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"). Management V is the general partner of 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") 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. Mr. Misfeldt, BCC and Management V disclaim beneficial ownership with respect to the securities reported in this Form 4, except to the extent of their pecuniary interest therein.

2. These securities are held by Fund V.

3. On July 27, 2015, Fund V exercised a warrant to purchase 1,089,788 shares of the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 415,877 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 673,911 shares.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.32 to $3.58 inclusive. Upon request, the reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares sold at each separate price within the ranges set forth in footnote four (4) of this Form 4.

5. On July 27, 2015, Fund V exercised a warrant to purchase 544,893 shares of the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 207,938 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 336,955 shares.

6. These securities are held by Co-Investment V.

7. On July 27, 2015, Co-Investment V exercised a warrant to purchase 20,766 shares of the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 7,925 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 12,841 shares.

8. On July 27, 2015, Co-Investment V exercised a warrant to purchase 10,383 shares of the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 3,962 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 6,421 shares.

9. These securities are held by BCC.

	/s/ Dayton Misfeldt	12/21/2015
	** 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).
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