X0306 4 2014-08-27 0 0001061027 SUNESIS PHARMACEUTICALS INC SNSS 0001461466 Misfeldt Dayton C/O BAY CITY CAPITAL LLC 750 BATTERY STREET, SUITE 400 SAN FRANCISCO CA 94111 1 0 1 0 Common Stock 2014-08-27 4 S 0 98817 8.163 D 4702560 I See footnotes. Common Stock 2014-08-27 4 S 0 1883 8.163 D 89612 I See footnotes. Common Stock 2014-08-28 4 S 0 196260 7.8851 D 4506300 I See footnotes. Common Stock 2014-08-28 4 S 0 3740 7.8851 D 85872 I See footnotes. Common Stock 1515 I See footnotes. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.06 to $8.2450 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 one (1) of this Form 4. 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 liablity 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 partnershp ("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. These securities are held by Fund V. These securities are held by Co-Investment V. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.75 to $8.06. 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 five (5) of this Form 4. These securities are held by BCC. /s/ Dayton Misfeldt 2014-08-29