FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Swisher Daniel N JR 		2. Issuer Name and Ticker or Trading Symbol

SUNESIS PHARMACEUTICALS INC [ SNSS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O SUNESIS PHARMACEUTICALS, INC., 395 OYSTER POINT BLVD., STE. 400 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/3/2009
(Street)

SOUTH SAN FRANCISCO, CA 94080
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   $0.22   4/3/2009     P     13326   (1) (2)        (1) (2)   (3) Common Stock   133260   (1) (2) $2.20   13326   I   See footnote   (4)
Common Stock Purchase Warrant   $0.22   4/3/2009     P     133260       4/3/2009   4/3/2016   Common Stock   133260   $.125   133260   I   See footnote   (4)

Explanation of Responses:
( 1)  Each share of Series A Preferred Stock, which had an issue price of $2.20 per share, is initially convertible into ten (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 of the Issuer) or (ii) January 24, 2011.
( 2)  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 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 of the Issuer), on which the closing bid price for the common stock has been equal to or a 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 of the Issuer).
( 3)  The Series A Preferred Stock has no expiration date.
( 4)  The shares are held in the Swisher Revocable Trust for which reporting person is Trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Swisher Daniel N JR
C/O SUNESIS PHARMACEUTICALS, INC.
395 OYSTER POINT BLVD., STE. 400
SOUTH SAN FRANCISCO, CA 94080 		X
President and CEO

Signatures
/s/ Daniel N. Swisher, Jr. 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 4(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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