UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
Sunesis
Pharmaceuticals, Inc.
(Name of
Issuer)
Common Stock, $0.0001 par value
(Title of
Class of Securities)
867328502
(CUSIP
Number)
Louis S.
Citron, Esq.
New
Enterprise Associates
1119 St.
Paul Street, Baltimore, MD 21202
(410) 246-2927
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 3, 2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following
box.
o
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
867328502
|
|
Page 2 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Growth Equity Opportunities Fund, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP
No.
867328502
|
|
Page 3 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
New Enterprise Associates 12, Limited Partnership
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP
No.
867328502
|
|
Page 4 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
NEA
Partners 12, Limited Partnership
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP
No.
867328502
|
|
Page 5 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP
No.
867328502
|
|
Page 6 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 7 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 8 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 9 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 10 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 11 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 12 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 13 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 14 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 15 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 16 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
|
Page 17 of
27
|
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
13,326,660 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,326,660 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
867328502
|
Schedule
13D
|
Page 18 of
27
|
Item
1.
Security and
Issuer
.
This
statement relates to the Common Stock, $0.0001 par value (the “Common Stock”) of
Sunesis Pharmaceuticals, Inc. (the “Issuer”) having its principal executive
office at 395 Oyster Point Boulevard, Suite 400, South San Francisco, California
94080.
Item
2.
Identity and
Background
.
This statement is being filed by Growth
Equity Opportunities Fund, LLC (“GEO”), New Enterprise Associates 12, Limited
Partnership (“NEA 12”), which is the sole member of GEO, NEA Partners 12,
Limited Partnership (“NEA Partners 12”), which is the general partner of NEA 12,
NEA 12 GP, LLC (“NEA 12 GP”), which is the general partner of NEA Partners 12,
and Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest
Baskett (“Baskett”), Ryan D. Drant (“Drant”), Patrick J. Kerins (“Kerins”),
Krishna Kolluri (“Kolluri”), C. Richard Kramlich (“Kramlich”), Charles M.
Linehan (“Linehan”), Charles W. Newhall III (“Newhall”), Mark W. Perry
(“Perry”), Scott D. Sandell (“Sandell”) and Eugene A. Trainor III (“Trainor”),
(collectively, the “Managers”). The Managers are the individual
managers of NEA 12 GP. GEO, NEA 12, NEA Partners 12, NEA 12 GP and
the Managers are sometimes referred to collectively herein as the “Reporting
Persons.”
The
address of the principal business office of GEO, NEA 12, NEA Partners 12, NEA 12
GP, Newhall and Trainor is New Enterprise Associates, 1119 St. Paul Street,
Baltimore, MD 21202. The address of the principal business office of
Baskett, Kolluri, Kramlich, Linehan, Perry and Sandell is New Enterprise
Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The
address of the principal business office of Barrett, Barris, Drant and Kerins is
New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD
20815.
The
principal business of GEO and NEA 12 is to invest in and assist growth-oriented
businesses located principally in the United States. The principal
business of NEA Partners 12 is to act as the general partner of NEA
12. The principal business of NEA 12 GP is to act as the general
partner of NEA Partners 12. The principal business of each of the
Managers is to act as managers of NEA 12 GP and a number of affiliated
partnerships with similar businesses.
During the five years prior to the date
hereof, none of the Reporting Persons has been convicted in a criminal
proceeding or has been a party to a civil proceeding ending in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Each of GEO and NEA 12 GP is a limited
liability company organized under the laws of the State of
Delaware. Each of NEA 12 and NEA Partners 12 is a limited partnership
organized under the laws of the State of Delaware. Each of the
Managers is a United States citizen.
Item
3.
Source and Amount of Funds
or Other Consideration
.
GEO acquired 666,333 shares (the
“Preferred Shares”) of Series A Preferred Stock (the “Series A Preferred”) and
warrants (the “Warrants” and, together with the Preferred Shares, the
“Securities”) to purchase 6,663,330 shares of Common Stock (the “Warrant
Shares”) from the Issuer in a privately-negotiated transaction (the “Sale”)
among the Issuer, GEO and certain other purchasers on April 3, 2009 at an
aggregate purchase price to GEO of $2,298,851. The working capital of
GEO was the source of the funds for the purchase of the
Securities. No part of the purchase price of the Securities was
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting the Securities, the shares
of Common Stock issuable upon conversion of the Preferred Shares (the
“Conversion Shares”) or the Warrant Shares.
CUSIP
No.
867328502
|
Schedule
13D
|
Page 19 of
27
|
Item
4.
Purpose of
Transaction
.
GEO acquired the Securities for
investment purposes. Depending on market conditions, its continuing
evaluation of the business and prospects of the Issuer and other factors, GEO
and other Reporting Persons may dispose of or acquire additional securities of
the Issuer. Except as set forth in the Securities Purchase Agreement
and the Investor Rights Agreement (each as defined below) and as set forth
above, none of the Reporting Persons has any present plans which relate to or
would result in:
|
(a)
|
The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
|
|
(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
|
|
(c)
|
A
sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
|
|
(d)
|
Any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the
board;
|
|
(e)
|
Any
material change in the present capitalization or dividend policy of the
Issuer;
|
|
(f)
|
Any
other material change in the Issuer’s business or corporate structure
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
|
|
(g)
|
Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person;
|
|
(h)
|
Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
|
|
(i)
|
A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
|
|
(j)
|
Any
action similar to any of those enumerated
above.
|
Item
5.
Interest in Securities of
the Issuer
.
(a)
|
GEO
is the record owner of the Securities. The Warrants are
exercisable within 60 days. Accordingly, GEO may be deemed to
beneficially own the Warrant Shares. Each of the Preferred
Shares may, if certain conditions are met, become convertible into 10
shares of Common Stock within 60 days. Accordingly, GEO may
also be deemed to be the beneficial owner of the Conversion Shares
(together with the Warrant Shares, the “Common
Equivalents”). As the sole member of GEO, NEA 12 may be deemed
to own beneficially the Common Equivalents. As the general
partner of NEA 12, NEA Partners 12 may also be deemed to own
beneficially the Common Equivalents. As the general partner of
NEA Partners 12, NEA 12 GP likewise may be deemed to own beneficially
the Common Equivalents. As the individual Managers of NEA 12
GP, each of the Managers also may be deemed to own beneficially the Common
Equivalents.
|
CUSIP
No.
867328502
|
Schedule
13D
|
Page 20 of
27
|
|
Each
of the Reporting Persons may be deemed to own beneficially 27.9% of the
Issuer’s Common Stock, which percentage is calculated based upon
47,736,428 shares deemed to be outstanding, which includes (a) 34,409,768
shares reported to be outstanding as of March 20, 2009 in the Issuer’s
Form 10-K filed on April 3, 2009 and (b) the Common
Equivalents. Each of the Reporting Persons, except GEO,
disclaims beneficial ownership of the Securities and the Common
Equivalents except to the extent of their pecuniary interest therein, if
any.
|
|
(b)
|
Regarding
the number of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct the
vote:
|
|
0 shares
for each of the Reporting Persons.
|
|
(ii)
|
shared
power to vote or to direct the
vote:
|
|
13,326,660
shares for each Reporting Person.
|
|
(iii)
|
sole
power to dispose or to direct the
disposition:
|
|
0 shares
for each of the Reporting Persons.
|
|
(iv)
|
shared
power to dispose or to direct the
disposition:
|
|
13,326,660
shares for each Reporting Person.
|
|
(c)
|
Except
as set forth in Item 3 above, none of the Reporting Persons has effected
any transaction in the Common Stock during the last
60 days.
|
|
(d)
|
No
other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of,
Securities beneficially owned by any of the Reporting Persons, or the
Common Equivalents.
|
Item
6.
Contracts, Arrangements,
Undertakings or Relationships with Respect to Securities of the
Issuer
.
GEO is a party to a Securities Purchase
Agreement dated March 31, 2009 (the “Securities Purchase Agreement”) and an
Investor Rights Agreement dated April 3, 2009 (the “Investor Rights Agreement”),
each of which is attached as an exhibit to the Issuer’s Form 8-K filed on April
3, 2009 and incorporated by reference herein.
Pursuant to the Securities Purchase
Agreement, GEO may, if certain conditions are met, purchase an additional
333,166 shares of Series A Preferred and warrants to purchase an additional
3,331,660 shares of Common Stock in connection with the “Second Unit Closing”,
as defined in the Securities Purchase Agreement, and an additional 23,824,451
shares of Common Stock in connection with the “Common Equity Closing”, as
defined in the Securities Purchase Agreement.
CUSIP
No.
867328502
|
Schedule
13D
|
Page 21 of
27
|
Pursuant to the Investor Rights
Agreement, GEO (a) has certain registration rights with respect to its Common
Stock, (b) is subject to certain restrictions on the sale of its Common Stock,
(c) has preemptive rights with respect to additional shares of Common Stock
proposed to be sold by the Company (with certain exceptions), and (d)
has the right to designate a director of the Issuer. Accordingly,
each Reporting Person may be deemed to have influence over the voting power of
all of the parties to the Investor Rights Agreement, representing a total of
57,437,860 shares of Common Stock on a fully-diluted basis (including the Common
Equivalents).
Item
7.
Material to be Filed as
Exhibits
.
|
Exhibit
1 – Agreement regarding filing of joint Schedule
13D.
|
Exhibit 2 – Power of Attorney regarding
Schedule 13D filings.
CUSIP
No.
867328502
|
Schedule
13D
|
Page 22 of
27
|
SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Date: April 13,
2009
GROWTH
EQUITY OPPORTUNITIES FUND, LLC
By: NEW
ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP
Sole
Member
By:
|
NEA
PARTNERS 12, LIMITED PARTNERSHIP
|
General Partner
By:
*
Eugene A.
Trainor III
Administrative
Manager
NEW
ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP
By:
|
NEA
PARTNERS 12, LIMITED PARTNERSHIP
|
General Partner
By:
*
Eugene A.
Trainor III
Administrative
Manager
NEA
PARTNERS 12, LIMITED PARTNERSHIP
General
Partner
By:
*
Eugene A.
Trainor III
Administrative
Manager
NEA 12
GP, LLC
By:
*
Eugene A.
Trainor III
Administrative
Manager
CUSIP
No.
867328502
|
Schedule
13D
|
Page 23 of
27
|
Michael
James Barrett
Peter J.
Barris
Forest
Baskett
Ryan D.
Drant
Patrick
J. Kerins
Krishna
Kolluri
C.
Richard Kramlich
Charles
M. Linehan
Charles
W. Newhall III
Mark W.
Perry
Scott D.
Sandell
Eugene A.
Trainor III
*/s/ Shawn
Conway
Shawn
Conway
As
attorney-in-fact
This
Schedule 13D was executed by Shawn Conway on behalf of the individuals
listed above pursuant to a Power of Attorney a copy of which is attached as
Exhibit 2
.
CUSIP
No.
867328502
|
Schedule
13D
|
Page 24 of
27
|
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, the undersigned hereby agree that only one
statement containing the information required by Schedule 13D need be filed
with respect to the ownership by each of the undersigned of shares of stock of
Sunesis Pharmaceuticals, Inc.
EXECUTED this 13
th
day of
April, 2009
GROWTH
EQUITY OPPORTUNITIES FUND, LLC
By: NEW
ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP
Sole
Member
By:
|
NEA
PARTNERS 12, LIMITED PARTNERSHIP
|
General
Partner
By:
*
Eugene
A. Trainor III
Administrative
Manager
NEW
ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP
By:
|
NEA
PARTNERS 12, LIMITED PARTNERSHIP
|
General
Partner
By:
*
Eugene
A. Trainor III
Administrative
Manager
NEA
PARTNERS 12, LIMITED PARTNERSHIP
General
Partner
By:
*
Eugene
A. Trainor III
Administrative
Manager
NEA 12
GP, LLC
By:
*
Eugene A.
Trainor III
Administrative
Manager
CUSIP
No.
867328502
|
Schedule
13D
|
Page 25 of
27
|
Michael
James Barrett
Peter J.
Barris
Forest
Baskett
Ryan D.
Drant
Patrick
J. Kerins
Krishna
Kolluri
C.
Richard Kramlich
Charles
M. Linehan
Charles
W. Newhall III
Mark W.
Perry
Scott D.
Sandell
Eugene A.
Trainor III
*/s/ Shawn
Conway
Shawn
Conway
As
attorney-in-fact
This
Agreement relating to Schedule 13D was executed by Shawn Conway on behalf
of the individuals listed above pursuant to a Power of Attorney a copy of which
is attached hereto as
Exhibit 2
.
CUSIP
No.
867328502
|
Schedule
13D
|
Page 26 of
27
|
EXHIBIT
2
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that
the undersigned hereby constitutes and appoints Charles W. Newhall III,
Louis S. Citron, Eugene A. Trainor III and Shawn Conway, and each of them, with
full power to act without the others, his true and lawful attorney-in-fact, with
full power of substitution, to sign any and all instruments, certificates and
documents that may be necessary, desirable or appropriate to be executed on
behalf of himself as an individual or in his capacity as a direct or indirect
general partner, director, officer or manager of any partnership, corporation or
limited liability company, pursuant to section 13 or 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and any and all
regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the By-laws of the National Association of Securities
Dealers, Inc., granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of
Attorney has been signed as of the 30
th
day of
March, 2007.
/s/ Forest
Baskett
Forest
Baskett
/s/ M. James
Barrett
M. James
Barrett
/s/ Peter J.
Barris
Peter J.
Barris
/s/ Ryan
Drant
Ryan
Drant
/s/ Shawn
Conway
Shawn
Conway
/s/ Paul
Hsiao
Paul
Hsiao
/s/ Vladimir
Jacimovic
Vladimir
Jacimovic
/s/ Patrick J.
Kerins
Patrick
J. Kerins
/s/ Suzanne
King
Suzanne
King
/s/ Krishna S.
Kolluri
Krishna
S. Kolluri
CUSIP
No.
867328502
|
Schedule
13D
|
Page 27 of
27
|
/s/ C. Richard
Kramlich
C.
Richard Kramlich
/s/ Charles M.
Linehan
Charles
M. Linehan
/s/ Peter T.
Morris
Peter T.
Morris
/s/ John M.
Nehra
John M.
Nehra
/s/ Charles W. Newhall
III
Charles
W. Newhall III
/s/ Jason R.
Nunn
Jason R.
Nunn
/s/ Mark W.
Perry
Mark W.
Perry
/s/ Michael
Raab
Michael
Raab
/s/ Scott D.
Sandell
/s/ A. Brooke
Seawell
A. Brooke
Seawell
/s/ Eugene A. Trainor
III
Eugene A.
Trainor III
/s/ Sigrid Van
Bladel
Sigrid
Van Bladel
/s/ Ravi
Viswanathan
Ravi
Viswanathan
/s/ Harry
Weller
Harry
Weller
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