FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Growth Equity Opportunities Fund, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/3/2009 

3. Issuer Name and Ticker or Trading Symbol

SUNESIS PHARMACEUTICALS INC [SNSS]

(Last)        (First)        (Middle)

1119 ST. PAUL STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

BALTIMORE, MD 21202       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (Right to Buy)   4/3/2009   4/3/2016   Common Stock   6663330   $0.22   D   (1) (2)  
Series A Preferred Stock     (3) (4)   (5) Common Stock   6663330     (3) (4) D   (1) (2)  

Explanation of Responses:
( 1)  The securities are directly held by Growth Equity Opportunities Fund, LLC ("GEO") and indirectly held by New Enterprise Associates 12, Limited Partnership ("NEA 12"), the sole member of GEO, NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA 12, NEA Partners 12, NEA GP 12 and the individual managers of NEA 12 GP, together, the "Indirect Reporting Persons").
( 2)  The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, C. Richard Kramlich, Krishna "Kittu" Kolluri, Charles M. Linehan, Charles W. Newhall III, Mark W. Perry, Scott D. Sandell and Eugene A. Trainor III. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise of such portion of the securities held by GEO in which the Indirect Reporting Persons have no actual pecuniary interest.
( 3)  Each share of Series A Preferred Stock is initially convertible into 10 shares of common stock, subject to adjustment for any stock dividends, combinations, stock splits, recapitalizations and the like. The Series A Preferred Stock is convertible at the election of the holder at any time after the earlier of (i) the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation) or (ii) January 24, 2011.
( 4)  All outstanding shares of Series A Preferred Stock would be automatically converted into shares of common stock upon the earlier to occur of: (i) the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred Stock; (ii) the date, following the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation), on which the closing bid price for the common stock has been equal to or at least $0.66 per share for a period of thirty trading days with an average trading volume during such period of at least 200,000 shares; or (iii) the common equity closing (as defined in the applicable Certificate of Designation).
( 5)  The Series A Preferred Stock has no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Growth Equity Opportunities Fund, LLC
1119 ST. PAUL STREET
BALTIMORE, MD 21202
X

New Enterprise Associates 12, Limited Partnership
1119 ST. PAUL STREET
BALTIMORE, MD 21202
X

NEA 12 GP, LLC
1119 ST. PAUL ST.
BALTIMORE, MD 21202
X

NEWHALL CHARLES W III
1119 ST. PAUL STREET
BALTIMORE, MD 21202
X

KRAMLICH C RICHARD
1119 ST. PAUL STREET
BALTIMORE, MD 21202
X

BARRIS PETER J
1119 ST. PAUL STREET
BALTIMORE, MD 21202
X

PERRY MARK W
1119 ST. PAUL STREET
BALTIMORE, MD 21202
X

BARRETT M JAMES
1119 ST. PAUL STREET
BALTIMORE, MD 21202
X

NEA Partners 12, Limited Partnership
1119 ST. PAUL ST.
BALTIMORE, MD 21202
X

SANDELL SCOTT D
1119 ST. PAUL STREET
BALTIMORE, MD 21202
X


Signatures
/s/ Shawn Conway, attorney-in-fact 4/6/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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