Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-15-001801
Date:2015-07-24
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
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111

Reporting Person:

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

Reporting Person:

BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P.
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 2015-07-24 X 1,089,788 a $1.32 5,683,475 indirect f1,f2
COMMON STOCK 2015-07-24 S 415,877 d $3.46 5,267,598 indirect f1,f2
COMMON STOCK 2015-07-24 X 544,893 a $1.32 5,812,491 indirect f1,f2
COMMON STOCK 2015-07-24 S 207,938 d $3.46 5,604,553 indirect f1,f2
COMMON STOCK 2015-07-24 X 20,766 a $1.32 5,625,319 indirect f1,f6
COMMON STOCK 2015-07-24 S 7,925 d $3.46 5,617,394 indirect f1,f6
COMMON STOCK 2015-07-24 X 10,383 a $1.32 5,627,777 indirect f1,f6
COMMON STOCK 2015-07-24 S 3,962 d $3.46 5,623,815 indirect f1,f6
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
WARRANT (RIGHT TO BUY) 1.32 2015-07-24 deemed execution date X 1,089,788 (d) 2009-04-03 2016-04-03 common stock 1,089,788 $1.32 0 indirect see footnotes
WARRANT (RIGHT TO BUY) 1.32 2015-07-24 deemed execution date X 544,893 (d) 2009-10-03 2016-10-03 common stock 544,893 $1.32 0 indirect see footnotes
WARRANT (RIGHT TO BUY) 1.32 2015-07-24 deemed execution date X 20,766 (d) 2009-04-03 2016-04-03 common stock 20,766 $1.32 0 indirect see footnotes
WARRANT (RIGHT TO BUY) 1.32 2015-07-24 deemed execution date X 10,383 (d) 2009-10-03 2016-10-03 common stock 10,383 $1.32 0 indirect see footnotes
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 these securities are held by fund v.
f3 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.
f4 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.
f5 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.
f6 these securities are held by co-investment v.
f7 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.
f8 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.
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