UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2009
 
SUNESIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
         
 
Delaware
 
 
000-51531
 
 
94-3295878
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer Identification No.)
of incorporation)
       
     
     
395 Oyster Point Boulevard, Suite 400
South San Francisco, California  
 
 
94080
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (650) 266-3500
 
Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2009, Jonathan S. Leff notified the Board of Directors of Sunesis Pharmaceuticals, Inc. ("Sunesis") of his resignation as a director, effective February 3, 2009.  Mr. Leff’s resignation was not the result of any disagreement with Sunesis on any matter relating to its operations, policies or practices, or regarding the general direction of Sunesis.
 

 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  February 2, 2009

 
SUNESIS PHARMACEUTICALS, INC.
   
 
 
By:
/s/ Valerie L. Pierce
 
Valerie L. Pierce
 
Senior Vice President, General Counsel and Corporate Secretary

 

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