Form Type: 4

SEC EDGAR Link
Accession Number:0001181431-14-030525
Date:2014-08-27
Issuer: SUNESIS PHARMACEUTICALS INC (SNSS)
Original Submission Date:

Reporting Person:

BAY CITY CAPITAL LLC
750 BATTERY STREET
SUITE 400 SAN FRANCISCO, CA 94111

Reporting Person:

BAY CITY CAPITAL MANAGEMENT V LLC
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA 94111

Reporting Person:

BAY CITY CAPITAL FUND V, L.P.
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA 94111

Reporting Person:

BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P.
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA 94111

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2014-08-27 S 98,817 d $8.16 4,795,570 f3 direct
COMMON STOCK 2014-08-27 S 1,883 d $8.16 4,793,687 f4 direct
COMMON STOCK 2014-08-28 S 196,260 d $7.89 4,597,427 f5 direct
COMMON STOCK 2014-08-28 S 3,740 d $7.89 4,593,687 f5 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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.
f2 this transaction was executed in multiple trades at prices ranging from $8.06 to $8.2450. the price reported above reflects the weighted average sale price. the reporting persons hereby undertake to provide upon request to the sec staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
f3 represent securities held by fund v, including indirect interests of bcc and management v. bcc and management v each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
f4 represent securities held by co-investment v, including indirect interests of bcc and management v. bcc and management v each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
f5 this transaction was executed in multiple trades at prices ranging from $7.75 to $8.06. the price reported above reflects the weighted average sale price. the reporting persons hereby undertake to provide upon request to the sec staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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