X0306 4 2014-02-28 0 0001061027 SUNESIS PHARMACEUTICALS INC SNSS 0001323113 Swisher Daniel N JR C/O SUNESIS PHARMACEUTICALS, INC. 395 OYSTER POINT BLVD., STE. 400 SOUTH SAN FRANCISCO CA 94080 1 1 0 0 President and CEO Common Stock 2014-02-28 4 A 0 9971 6.55 A 131764 D Common Stock 2024-02-28 4 F 0 3747 6.55 D 128017 D Common Stock 129136 I See footnote. Stock Option Right to Buy 6.55 2014-02-28 4 A 0 300000 0 A 2024-02-27 Common Stock 300000 300000 D The total number of shares held includes 1,660 ESPP shares purchased by the reporting person on November 30, 2013 and excludes 1,960 shares previously owned directly which were contributed to the Swisher Revocable Trust. The shares are held by the Swisher Revocable Trust for which reporting person is the Trustee and include 1,960 shares received from reporting person's direct ownership. One-forty-eighth (1/48th) of the shares subject to the stock option shall vest in equal monthly installments over forty-eight months measured from the option grant date; provided, that at each such vesting date, the reporting person shall then be providing service (as defined in the Option Plan) to the Company. This stock option shall be subject to the vesting acceleration benefits under such optionee's respective Executive Severance Benefits Agreement. /s/ David Tucker (Attorney-in-Fact) 2014-03-04