SECURITIES AND EXCHANGE COMMISSION
		     	     Washington, D.C. 20549

			  	  SCHEDULE 13G
		       	      Rule 13d-1 and 13d-2
	    	    Under the Securities Exchange Act of 1934

			    (Amendment No. 2 Exiting)*

		          Sunesis Pharmaceuticals, Inc.
		       		 (Name of Issuer)

			  	   Common Stock
		 	  (Title of Class of Securities)

			   	    867328502
			          (CUSIP Number)

                                    12/31/2010
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

| | Rule 13d-1 (b)
|X| Rule 13d-1 (c)
| | Rule 13d-1 (d)

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).



  (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.

    Caxton Advantage Life Sciences Fund, L.P.

 (2) Check the appropriate box if a member of a group (see instructions)  (a)|_|
                                                                          (b)|X|

 (3) SEC use only.

 (4) Citizenship or place of organization.
    Delaware

Number of shares beneficially owned by each reporting person with:

 (5) Sole voting power:
    0

 (6) Shared voting power:
    9,223,076

 (7) Sole dispositive power:
    0

 (8) Shared dispositive power:
    9,223,076

 (9) Aggregate amount beneficially owned by each reporting person.
    9,223,076

 (10) Check if the aggregate amount in Row (9) excludes certain shares	|_|
    (see instructions).

 (11) Percent of class represented by amount in Row 9.
     3.5%

 (12) Type of reporting person (see instructions).
     PN

 (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.

    Caxton Advantage Venture Partners, L.P.

 (2) Check the appropriate box if a member of a group (see instructions)  (a)|_|
                                                                          (b)|X|

 (3) SEC use only.

 (4) Citizenship or place of organization.
    Delaware

Number of shares beneficially owned by each reporting person with:

 (5) Sole voting power:
    0

 (6) Shared voting power:
    9,223,076

 (7) Sole dispositive power:
    0

 (8) Shared dispositive power:
    9,223,076

 (9) Aggregate amount beneficially owned by each reporting person.
    9,223,076

 (10) Check if the aggregate amount in Row (9) excludes certain shares	|_|
    (see instructions).

 (11) Percent of class represented by amount in Row 9.
     3.5%

 (12) Type of reporting person (see instructions).
     PN

 (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.

    Advantage Life Sciences Partners, LLC

 (2) Check the appropriate box if a member of a group (see instructions)  (a)|_|
                                                                          (b)|X|

 (3) SEC use only.

 (4) Citizenship or place of organization.
    Delaware

Number of shares beneficially owned by each reporting person with:

 (5) Sole voting power:
    0

 (6) Shared voting power:
    9,223,076

 (7) Sole dispositive power:
    0

 (8) Shared dispositive power:
    9,223,076

 (9) Aggregate amount beneficially owned by each reporting person.
    9,223,076

 (10) Check if the aggregate amount in Row (9) excludes certain shares	|_|
    (see instructions).

 (11) Percent of class represented by amount in Row 9.
     3.5%

 (12) Type of reporting person (see instructions).
     CO

 (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.

    CHHA LLC

 (2) Check the appropriate box if a member of a group (see instructions)  (a)|_|
                                                                          (b)|X|

 (3) SEC use only.

 (4) Citizenship or place of organization.
    Delaware

Number of shares beneficially owned by each reporting person with:

 (5) Sole voting power:
    0

 (6) Shared voting power:
    9,223,076

 (7) Sole dispositive power:
    0

 (8) Shared dispositive power:
    9,223,076

 (9) Aggregate amount beneficially owned by each reporting person.
    9,223,076

 (10) Check if the aggregate amount in Row (9) excludes certain shares	|_|
    (see instructions).

 (11) Percent of class represented by amount in Row 9.
     3.5%

 (12) Type of reporting person (see instructions).
     CO

 1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.

    Caxton Health Holdings LLC

 (2) Check the appropriate box if a member of a group (see instructions)  (a)|_|
                                                                          (b)|X|

 (3) SEC use only.

 (4) Citizenship or place of organization.
    Delaware

Number of shares beneficially owned by each reporting person with:

 (5) Sole voting power:
    0

 (6) Shared voting power:
    9,223,076

 (7) Sole dispositive power:
    0

 (8) Shared dispositive power:
    9,223,076

 (9) Aggregate amount beneficially owned by each reporting person.
    9,223,076

 (10) Check if the aggregate amount in Row (9) excludes certain shares	|_|
    (see instructions).

 (11) Percent of class represented by amount in Row 9.
     3.5%

 (12) Type of reporting person (see instructions).
     CO

(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.

    Roberts, Eric

 (2) Check the appropriate box if a member of a group (see instructions)  (a)|_|
                                                                          (b)|X|

 (3) SEC use only.

 (4) Citizenship or place of organization.
    United States

Number of shares beneficially owned by each reporting person with:

 (5) Sole voting power:
    0

 (6) Shared voting power:
    9,223,076

 (7) Sole dispositive power:
    0

 (8) Shared dispositive power:
    9,223,076

 (9) Aggregate amount beneficially owned by each reporting person.
    9,223,076

 (10) Check if the aggregate amount in Row (9) excludes certain shares	|_|
    (see instructions).

 (11) Percent of class represented by amount in Row 9.
     3.5%

 (12) Type of reporting person (see instructions).
     IN

 (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.

     Leheny, Rachel

 (2) Check the appropriate box if a member of a group (see instructions)  (a)|_|
                                                                          (b)|X|

 (3) SEC use only.

 (4) Citizenship or place of organization.
    United States

Number of shares beneficially owned by each reporting person with:

 (5) Sole voting power:
    0

 (6) Shared voting power:
    9,223,076

 (7) Sole dispositive power:
    0

 (8) Shared dispositive power:
    9,223,076

 (9) Aggregate amount beneficially owned by each reporting person.
    9,223,076

 (10) Check if the aggregate amount in Row (9) excludes certain shares	|_|
    (see instructions).

 (11) Percent of class represented by amount in Row 9.
     3.5%

 (12) Type of reporting person (see instructions).
     IN


 (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.

     Caxton Associates LP

 (2) Check the appropriate box if a member of a group (see instructions)  (a)|_|
                                                                    	  (b)|X|

 (3) SEC use only.

 (4) Citizenship or place of organization.
    Delaware

    Number of shares beneficially owned by each reporting person with:
 (5) Sole voting power:
    0

 (6) Shared voting power:
    9,223,076

 (7) Sole dispositive power:
    0

 (8) Shared dispositive power:
    9,223,076

 (9) Aggregate amount beneficially owned by each reporting person.
    9,223,076

 (10)Check if the aggregate amount in Row (9) excludes certain shares	|_|
    (see instructions).

 (11)Percent of class represented by amount in Row 9.
    3.5%

 (12)Type of reporting person (see instructions).
    IA

 (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.

    Kovner, Bruce

 (2) Check the appropriate box if a member of a group (see instructions)  (a)|_|
                                                                          (b)|X|

 (3) SEC use only.

 (4) Citizenship or place of organization.
    United States

Number of shares beneficially owned by each reporting person with:
 (5) Sole voting power:


 (6) Shared voting power:
    9,223,076

 (7) Sole dispositive power:


 (8) Shared dispositive power:
    9,223,076

 (9) Aggregate amount beneficially owned by each reporting person.
    9,223,076

 (10) Check if the aggregate amount in Row (9) excludes certain shares	|_|
    (see instructions).

 (11) Percent of class represented by amount in Row 9.
     3.5%

 (12) Type of reporting person (see instructions).
     IN


This Amendment No.2 to Schedule 13G ("Amendment No. 2") is being filed with
respect to the Common Stock of Sunesis Pharmaceuticals, Inc. to amend
Amendment No. 1 of the Schedule 13G filed by the Reporting Persons on
February 11, 2011.  This Amendment No. 2 is being filed in order to correct
the number of shares of Common Stock reported  as beneficially owned by the
Reporting Persons as of December 31, 2010.


Item 1(a). Name of Issuer:
           Sunesis Pharmaceuticals, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:
	   395 Oyster Point Boulevard
	   Suite 400
	   South San Francisco, CA 94080

Item 2(a). Name of Person Filing:
(i)   Caxton Advantage Life Sciences Fund, L.P. ("Caxton Advantage").
(ii)  Caxton Advantage Venture Partners, L.P. ("Caxton Advantage
      Venture").  Caxton Advantage Venture is the General Partner
      of Caxton Advantage.  As a result of the foregoing, Caxton
      Advantage Venture may be deemed to have voting and dispositive
      power with respect to the securities of the Issuer owned by
      Caxton Advantage.
(iii) Advantage Life Sciences Partners, LLC ("Advantage Partners").
      Advantage Partners is the General Partner of Caxton Advantage
      Venture.  As a result of the foregoing, Advantage Partners may be
      deemed to have voting and dispositive power with respect to the
      securities of the Issuer owned by Caxton Advantage.
(iv)  CHHA LLC ("CHHA").  CHHA is the Administrative General Partner of
      Caxton Advantage Venture.  As a result of the foregoing, CHHA may be
      deemed to have voting and dispositive power with respect to the
      securities of the Issuer owned by Caxton Advantage.
(v)   Caxton Health Holdings LLC ("Caxton Health").  Caxton Health is the
      manager of CHHA.  As a result of the foregoing, Caxton Health may be
      deemed to have voting and dispositive power with respect to the
      securities of the Issuer owned by Caxton Advantage.
(vi)  Mr. Eric W. Roberts.  Mr. Roberts is a Principal of Advantage
      Partners and therefore may be deemed to beneficially own the
      securities of the Issuer owned by Caxton Advantage.
(vii) Ms. Rachel Leheny.  Ms. Leheny is a Principal of Advantage
      Partners and therefore may be deemed to beneficially own the
      securities of the Issuer owned by Caxton Advantage.
(viii)Caxton Associates LP ("Caxton Associates").  Caxton Associates may be
      deemed to have beneficial ownership with respect to the investments of
      Caxton Advantage through its ownership of CHHA and Caxton Health.
(ix)  Mr. Bruce S. Kovner.  Mr. Kovner is the Chairman of Caxton
      Associates and the sole shareholder of Caxton Corporation,
      the general partner of Caxton Associates. As a result of the foregoing,
      Mr. Kovner may be deemed to beneficially own the securities of the
      Issuer owned Caxton Advantage.

Item 2(b). Address or Principal Business Office or, If None, Residence:
(i)   The address of Caxton Advantage is 500 Park Avenue, New York,
      NY  10022.
(ii)  The address of Caxton Advantage Venture is 500 Park Avenue,
      New York, NY  10022.
(iii) The address of Advantage Partners is 500 Park Avenue, New York,
      NY  10022.
(iv)  The address of CHHA is 500 Park Avenue, New York, NY  10022.
(v)   The address of Caxton Health is 500 Park Avenue,
      New York, NY  10022.
(vi)  The business address of Mr. Roberts is 500 Park Avenue,
      New York, NY  10022.
(vii) The business address of Ms. Leheny is 500 Park Avenue, New York,
      NY  10022.
(viii)The address of Caxton Associates is Princeton Plaza, Building 2,
      731 Alexander Road, Princeton, NJ 08540.
(ix)  The business address of Mr. Kovner is 500 Park Avenue,
      New York, NY  10022.

Item 2(c). Citizenship:
(i)   Caxton Advantage is a Delaware limited partnership.
(ii)  Caxton Advantage Venture is a Delaware limited partnership.
(iii) Advantage Partners is a Delaware limited liability company.
(iv)  CHHA is a Delaware limited liability company.
(v)   Caxton Health is a Delaware limited liability company.
(vi)  Mr. Roberts is a United States citizen.
(vii) Ms. Leheny is a United States citizen.
(viii)Caxton Associates is a Delaware limited partnership.
(ix)  Mr. Kovner is a United States citizen.

Item 2(d). Title of Class of Securities:
           Common Stock

Item 2(e). CUSIP No.:
           867328502

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
        (c), Check Whether the Person Filing is a:
           Not Applicable

If this statement is filed pursuant to Rule 13d-1(c), check this box. |X|

Item 4. Ownership

(a) Amount beneficially owned:

(i)   The amount of shares of Common Stock beneficially owned by
      Caxton Advantage is 9,223,076.
(ii)  The amount of shares of Common Stock considered to be
      beneficially owned by Caxton Advantage Venture by reason of
      its voting and dispositive power with respect to Caxton Advantage
      is 9,223,076.
(iii) The amount of shares of Common Stock considered to be beneficially
      owned by Advantage Partners by reason of its voting and dispositive
      power with respect to Caxton Advantage is 9,223,076.
(iv)  The amount of shares of Common Stock considered to be beneficially
      owned by CHHA by reason of its voting and dispositive power with
      respect to Caxton Advantage is 9,223,076.
(v)   The amount of shares of Common Stock considered to be beneficially
      owned by Caxton Health by reason of its voting and
      dispositive power with respect to Caxton Advantage is 9,223,076.
(vi)  The amount of shares of Common Stock considered to be beneficially
      owned by Mr. Roberts by reason of the voting and dispositive power
      of Advantage Partners is 9,223,076.
(vii) The amount of shares of Common Stock considered to be beneficially
      owned by Ms. Leheny by reason of the voting and dispositive power
      of Advantage Partners is 9,223,076.
(viii)The amount of shares of Common Stock considered to be beneficially
      owned by Caxton Associates by reason of its voting and dispositive
      power is 9,223,076.
(ix)  Mr. Kovner, by reason of being Chairman of Caxton Associates
      and the sole shareholder of Caxton Corporation, the general partner
      of Caxton Associates, may also be deemed to beneficially own such
      shares.

(b) Percent of class:

(i)   Caxton Advantage beneficially owns 3.5% of the Class
      of Common Stock.
(ii)  Caxton Advantage Venture may be deemed to beneficially own
      3.5% of the Class of Common Stock.
(iii) Advantage Partners may be deemed to beneficially own 3.5% of the
      Class of Common Stock.
(iv)  CHHA may be deemed to beneficially own 3.5% of the Class of
      Common Stock.
(v)   Caxton Health may be deemed to beneficially own 3.5% of
      the Class of Common Stock.
(vi)  Mr. Roberts may be deemed to beneficially own 3.5% of the Class of
      Common Stock.
(vii) Ms. Leheny may be deemed to beneficially own 3.5% of the Class of
      Common Stock.
(viii)Caxton Associates may be deemed to beneficially own 3.5% of the
      Class of Common Stock.
(ix)  Mr. Kovner may be deemed to beneficially own 3.5% of the Class of
      Common Stock.

(c) Number of shares as to which Caxton Advantage has:

    Number of shares as to which Caxton Advantage has:
	(i)    Sole power to vote or to direct the vote:  0
	(ii)   Shared power to vote or to direct the vote:  9,223,076
	(iii)  Sole power to dispose or to direct the disposition:  0
	(iv)   Shared power to dispose or to direct the disposition
       	       of:  9,223,076

   Number of shares as to which Caxton Advantage Venture has:
	(i)    Sole power to vote or to direct the vote:  0
	(ii)   Shared power to vote or to direct the vote:  9,223,076
	(iii)  Sole power to dispose or to direct the disposition:  0
	(iv)   Shared power to dispose or to direct the disposition
       	       of:  9,223,076

    Number of shares as to which Advantage Partners has:
	(i)    Sole power to vote or to direct the vote:  0
	(ii)   Shared power to vote or to direct the vote:  9,223,076
	(iii)  Sole power to dispose or to direct the disposition:  0
	(iv)   Shared power to dispose or to direct the disposition
       	       of:  9,223,076

    Number of shares as to which CHHA has:
	(i)    Sole power to vote or to direct the vote:  0
	(ii)   Shared power to vote or to direct the vote:  9,223,076
	(iii)  Sole power to dispose or to direct the disposition:  0
	(iv)   Shared power to dispose or to direct the disposition
       	       of:  9,223,076

    Number of shares as to which  Caxton Health has:
	(i)    Sole power to vote or to direct the vote:  0
	(ii)   Shared power to vote or to direct the vote:  9,223,076
	(iii)  Sole power to dispose or to direct the disposition:  0
	(iv)   Shared power to dispose or to direct the disposition
       	       of:  9,223,076

    Number of shares as to which Mr. Roberts has:
	(i)    Sole power to vote or to direct the vote:  0
	(ii)   Shared power to vote or to direct the vote:  9,223,076
	(iii)  Sole power to dispose or to direct the disposition:  0
	(iv)   Shared power to dispose or to direct the disposition
       	       of:  9,223,076

    Number of shares as to which Ms. Leheny has:
	(i)    Sole power to vote or to direct the vote:  0
	(ii)   Shared power to vote or to direct the vote:  9,223,076
	(iii)  Sole power to dispose or to direct the disposition:  0
	(iv)   Shared power to dispose or to direct the disposition
       	       of:  9,223,076

    Number of shares as to which Caxton Associates has:
	(i)    Sole power to vote or to direct the vote: 0
	(ii)   Shared power to vote or to direct the vote:  9,223,076
	(iii)  Sole power to dispose or to direct the disposition of:  0
	(iv)   Shared power to dispose or to direct the disposition
               of:   9,223,076

    Number of shares as to which Mr. Kovner has:
	(i)    Sole power to vote or to direct the vote: 0
	(ii)   Shared power to vote or to direct the vote:  9,223,076
	(iii)  Sole power to dispose or to direct the disposition of:
	(iv)   Shared power to dispose or to direct the disposition
               of:  9,223,076

Item 5. Ownership of 5 Percent or Less of a Class.

     [X]

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on by the Parent Holding Company or Control
        Person.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



Date: 2/14/2011				Caxton Advantage Life Sciences
					  Fund, L.P.

					/s/ Eric W. Roberts
					Name: Eric W. Roberts
					Title: Member, Advantage Life Sciences
 					  Partners, LLC, Managing General
					  Partner, Caxton Advantage Venture
					  Partners, L.P., General Partner,
					  Caxton Advantage Life Sciences Fund,
					  L.P.


					Caxton Advantage Venture
					  Partners, L.P.

					/s/ Eric W. Roberts
					Name: Eric W. Roberts
					Title: Member, Advantage Life Sciences
 					  Partners, LLC, Managing General
					  Partner, Caxton Advantage Venture
					  Partners, L.P.


					Advantage Life Sciences Partners, LLC

					/s/ Eric W. Roberts
					Name: Eric W. Roberts
					Title: Member


					CHHA LLC
					/s/ Scott B. Bernstein
					Name: Scott B. Bernstein
					Title: Secretary


                                        Caxton Health Holdings LLC

					/s/ Scott B. Bernstein
					Name: Scott B. Bernstein
					Title: Secretary



					/s/ Eric W. Roberts
					Name: Eric W. Roberts
					Title: Member, Advantage Life Sciences
    					  Partners, LLC



					/s/ Rachel Leheny
					Name: Rachel Leheny
					Title: Member, Advantage Life Sciences
    					  Partners, LLC



					Caxton Associates LP


					Name: Scott B. Bernstein
					Title: Secretary


					/s/ Bruce S. Kovner
					Name: Bruce S. Kovner
					Title: signed by Scott B. Bernstein
					       as Attorney-in-Fact


The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than
an executive officer or general partner of the filing person, evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference.  The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.

ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2),
13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901;
sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec.
2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119,
155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1),
78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR
18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148,
Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR
35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]


Certification


The undersigned hereby certifies that the shares of Sunesis Pharmaceuticals,
Inc. purchased on behalf of Caxton Advantage Life Sciences Fund, L.P. were
not acquired and are not being held for the purpose of or with the effect of
changing or influencing the control of the issuer of such securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.



Date: 2/14/2011 			/s/ Eric W. Roberts
					    Eric W. Roberts