- Statement of Ownership (SC 13G)
April 14 2009 - 10:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
Sunesis
Pharmaceuticals Inc.
(Name of
Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨
Rule
13d-1(b)
x
Rule
13d-1(c)
¨
Rule
13d-1(d)
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 9 Pages
|
|
|
|
|
|
1
|
NAMES OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merlin
BioMed Private Equity Advisors, LLC (IRS No.
13-4178606)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A)
x
(B)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
8,304,651
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
8,304,651
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,304,651
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
CUSIP
No. 867328502
|
|
Page 3
of 9 Pages
|
|
|
|
|
|
1
|
NAMES OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dominique
Sémon
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A)
x
(B)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Switzerland
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
8,304,651
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
8,304,651
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,304,651
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
CUSIP
No. 867328502
|
|
Page 4
of 9 Pages
|
|
|
|
|
|
1
|
NAMES OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merlin
Nexus II, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A)
x
(B)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
4,506,051
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
4,506,051
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,506,051
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
CUSIP
No. 867328502
|
|
Page 5
of 9 Pages
|
|
|
|
|
|
1
|
NAMES OF
REPORTING
PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nexus
Gemini, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A)
x
(B)
o
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
3,798,600
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
3,798,600
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,798,600
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
Item
1.
|
(a)
|
Name
of Issuer:
|
Sunesis
Pharmaceuticals Inc.
|
(b)
|
Address
of Issuer’s Principal Executive
Offices:
|
395
Oyster Point Boulevard
South San
Francisco, CA 94080
Item
2.
|
(a)
|
Name
of Person Filing:
|
Merlin
BioMed Private Equity Advisors, LLC
Merlin Nexus II, L.P.
Nexus Gemini, L.P.
Dominique
Sémon
|
(b)
|
Address
of Principal Business Office or, if none,
Residence:
|
230 Park
Avenue, Suite 928
New York,
New York 10169
Merlin
BioMed Private Equity Advisors, LLC is a Delaware Limited Liability
Company. Merlin Nexus II, L.P. is a Cayman Islands limited
partnership. Nexus Gemini, L.P. is a Delaware limited partnership.
Dominique
Sémon is a citizen of Switzerland.
|
(d)
|
Title
of Class of Securities:
|
Common
Stock
867328502
Item
3.
|
If
this statement is being filed pursuant to Rule 13d-1(b) or (c), or
13d-2(b), check whether the person filing
is:
|
|
(a)
|
o
|
Broker
or dealer registered under Section 15 of the Act
|
|
(b)
|
¨
|
Bank
as defined in section 3(a)(6) of the
Act
|
|
(c)
|
¨
|
Insurance
company as defined in section 3(a)(19) of the
Act
|
|
(d)
|
¨
|
Investment
company registered under section 8 of the Investment Company Act of
1940
|
|
(e)
|
¨
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
|
|
(f)
|
¨
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
|
|
(g)
|
¨
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(ii)(G)
|
|
(h)
|
¨
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act
|
|
(i)
|
¨
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of
1940
|
|
(j)
|
¨
|
Group,
in accordance with
13d-1(b)(1)(ii)(J)
|
(a)
|
Amount
Beneficially Owned:
|
8,304,651
*
|
|
|
|
|
|
(b)
|
Percent
of Class:
|
13.1%*
|
|
|
|
|
|
(c)
|
Number
of Shares as to which such person has:
|
|
|
|
|
|
|
|
(i) Sole
power to vote or direct the vote:
|
0
|
|
|
|
|
|
|
(ii) Shared
power to vote or direct the vote:
|
8,304,651*
|
|
|
|
|
|
|
(iii) Sole
power to dispose or direct the disposition of:
|
0
|
|
|
|
|
|
|
(iv) Shared
power to dispose or direct the disposition of:
|
8,304,651
*
|
|
*See
Attachment A.
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities check the following
¨
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Various
other persons have the right to receive or the power to direct the receipt
of dividends from, or proceeds from sale of, the securities whose
ownership is reported on this schedule. No other person’s interest in
such securities relates to more than five percent of the class.
Item
7.
|
Identification
and Classification of the Subsidiary which Acquired the Security Being
Reported on By the Parent Holding
Company
|
N/A
Item
8.
|
Identification
and Classification of Members of the
Group
|
See
Attachment B
Item
9.
|
Notice
of Dissolution of Group
|
N/A
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
Merlin
BioMed Private Equity Advisors, LLC
By: Dominique
Sémon, as Managing Member
|
|
|
|
/s/Dominique
Sémon
Managing
Member
|
|
|
|
Merlin
Nexus II, L.P.
By: Merlin
Nexus II, LLC
|
|
|
|
/s/Dominique
Sémon
Name:
Domingue S
é
mon
Title:
Managing Member
|
|
|
|
Nexus
Gemini, L.P.
By: Nexus
Capital Partners, LLC, as General Partner
|
|
|
|
/s/Dominique
Sémon
Name:
Domingue S
é
mon
Title:
Managing Member
|
|
|
|
|
|
|
|
Dominique
Sémon
|
|
|
|
|
|
/s/Dominique
Sémon
Dominique
Sémon
|
Date: April
13, 2009
ATTACHMENT
A
As of
April 3, 2009, Merlin BioMed Private Equity Advisors, LLC (“Merlin”) was the
beneficial owner of 8,304,651 shares of Common Stock of Sunesis Pharmaceuticals
Inc. representing a total beneficial ownership of 13.1% of the outstanding
shares of Common Stock. Merlin and Dominique Sémon are shown as
sharing voting power and dispositive power of the same 8,304,651 shares of
Common Stock. As of April 3, 2009, Merlin Nexus II, L.P. was the
beneficial owner of 4,506,051 shares of Common Stock for a total beneficial
ownership of 7.1% of the outstanding shares of Common Stock and Nexus Gemini,
L.P. was the beneficial owner of 3,798,600 shares of Common Stock for a total
beneficial ownership of 6.0% of the outstanding Shares of Common
Stock.
ATTACHMENT B
Merlin, a Delaware limited liability company is the investment
adviser to Merlin Nexus II, L.P. and to Nexus Gemini, L.P. Dominique Sémon
is the controlling principal and chief investment officer of
Merlin.
ATTACHMENT
C
AGREEMENT
OF JOINT FILING
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other persons
signatory below of a statement on Schedule 13G or any amendments thereto, with
respect to the Common Stock of Sunesis Pharmaceuticals Inc. and that this
Agreement be included as an attachment to such filing.
This
Agreement may be executed in any number of counterparts each of which shall be
deemed to be an original and all of which together shall be deemed to constitute
one and the same Agreement.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement on the 13th day
of April, 2009.
|
Merlin
BioMed Private Equity Advisors, LLC
By: Dominique
Sémon, as Managing Member
|
|
|
|
/s/Dominique
Sémon
Managing
Member
|
|
|
|
|
|
Dominique
Sémon
|
|
|
|
|
|
/s/Dominique
Sémon
Dominique
Sémon
|
|
Merlin
Nexus II, L.P.
By: Merlin
Nexus II, LLC
|
|
|
|
/s/Dominique
Sémon
Name:
Domingue S
é
mon
Title:
Managing Member
|
|
|
|
Nexus
Gemini, L.P.
By: Nexus
Capital Partners, LLC, as General Partner
|
|
|
|
/s/Dominique
Sémon
Name:
Domingue S
é
mon
Title:
Managing Member
|
|
|
Sunesis Pharmaceuticals (NASDAQ:SNSS)
Historical Stock Chart
From Jul 2024 to Aug 2024
Sunesis Pharmaceuticals (NASDAQ:SNSS)
Historical Stock Chart
From Aug 2023 to Aug 2024