X0202 3 2005-09-26 0 0001061027 SUNESIS PHARMACEUTICALS INC SSNS 0001075598 WARBURG PINCUS EQUITY PARTNERS LP 446 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0000929408 WARBURG PINCUS & CO 446 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001162870 WARBURG PINCUS LLC 446 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001322709 Warburg Pincus Partners LLC 446 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Series B Preferred Stock Common Stock 4961540 D Series C Preferred Stock Common Stock 1771000 D Each share of preferred stock will be converted into common stock upon the effectiveness of the Issuer's initial public offering (the "IPO"), at a conversion rate to be determined immediately prior to the closing of the IPO. The shares do not expire. These shares are held by Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (and together with two affiliated partnerships, "WPEP"). 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"). 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 that will be owned by WPEP following the IPO. Each of WPP LLC, WP and WP LLC disclaim beneficial ownership of all shares of the Common Stock that will be owned by WPEP following the IPO, except to the extent of any indirect pecuniary interest therein. The reporting persons will file an amendment to this Form 3 once the stock split or reverse stock split and the IPO have been consummated, and the actual number of shares of Common Stock beneficially owned by WPEP have been determined. WARBURG, PINCUS EQUITY PARTNERS, L.P. 2005-09-26 By: Warburg, Pincus Partners LLC, its general partner 2005-09-26 By: Warburg Pincus & Co., its managing member 2005-09-26 By: Scott A. Arenare 2005-09-26 Scott A. Arenare, Partner 2005-09-26