X0306 4 2015-07-24 0 0001061027 SUNESIS PHARMACEUTICALS INC SNSS 0001288452 BAY CITY CAPITAL LLC 750 BATTERY STREET, SUITE 400 SAN FRANCISCO CA 94111 0 0 1 0 0001461543 Bay City Capital Management V LLC 750 BATTERY STREET, SUITE 400 SAN FRANCISCO CA 94111 0 0 1 0 0001401826 Bay City Capital Fund V, L.P. 750 BATTERY STREET, SUITE 400 SAN FRANCISCO CA 94111 0 0 1 0 0001409813 Bay City Capital Fund V Co-Investment Fund, L.P. 750 BATTERY STREET, SUITE 400 SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 2015-07-24 4 X 0 1089788 1.32 A 5683475 I See Footnotes Common Stock 2015-07-24 4 S 0 415877 3.46 D 5267598 I See Footnotes Common Stock 2015-07-24 4 X 0 544893 1.32 A 5812491 I See Footnotes Common Stock 2015-07-24 4 S 0 207938 3.46 D 5604553 I See Footnotes Common Stock 2015-07-24 4 X 0 20766 1.32 A 5625319 I See Footnotes Common Stock 2015-07-24 4 S 0 7925 3.46 D 5617394 I See Footnotes Common Stock 2015-07-24 4 X 0 10383 1.32 A 5627777 I See Footnotes Common Stock 2015-07-24 4 S 0 3962 3.46 D 5623815 I See Footnotes Warrant (right to buy) 1.32 2015-07-24 4 X 0 1089788 0.00 D 2009-04-03 2016-04-03 Common Stock 1089788 0 I See Footnotes Warrant (right to buy) 1.32 2015-07-24 4 X 0 544893 0.00 D 2009-10-03 2016-10-03 Common Stock 544893 0 I See Footnotes Warrant (right to buy) 1.32 2015-07-24 4 X 0 20766 0.00 D 2009-04-03 2016-04-03 Common Stock 20766 0 I See Footnotes Warrant (right to buy) 1.32 2015-07-24 4 X 0 10383 0.00 D 2009-10-03 2016-10-03 Common Stock 10383 0 I See Footnotes 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 purposes 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. These securities are held by Fund V. On July 27, 2015, Fund V exercised a warrant to purchase 1,089,788 shares of Sunesis Pharmaceuticals Inc. ("Sunesis") common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis, resulting in Sunesis withholding of 415,877 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 673,911 shares. 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. On July 27,2015, Fund V exercised a warrant to purchase 544,893 shares of Sunesis common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis, resulting in Sunesis withholding of 207,938 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 336,955 shares. These securities are held by Co-Investment V. On July 27, 2015, Co-Investment V exercised a warrant to purchase 20,766 shares of Sunesis common stock for $1.32 a share. Co-Investment V paid the exercise price on a cashless basis, resulting in Sunesis withholding of 7,925 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 12,841 shares. On July 27, 2015, Co-Investment V exercised a warrant to purchase 10,383 shares of Sunesis common stock for $1.32 a share. Co-Investment V paid the exercise price on a cashless basis, resulting in Sunesis withholding of 3,962 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 6,421 shares. Signed by Fred Craves, Managing Director of Bay City Capital LLC for itself; for and on behalf of Bay City Capital Management V LLC in its capacity as manager thereof; and for and on behalf of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. in its capacity as manager of Bay City Capital Management V LLC, the general partner of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. /s/ Fred Craves 2015-07-28