- Amended Statement of Ownership (SC 13G/A)
February 14 2011 - 7:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SUNESIS PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
867328502
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
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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CUSIP No.
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867328502
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13G
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Page
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2
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of
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7
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Pages
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1
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NAME OF REPORTING PERSON
Venrock Associates
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
þ
1
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York, United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,763,880
2
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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6,763,880
2
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,763,880
2
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.5%
3
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12
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TYPE OF REPORTING PERSON*
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PN
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1
Venrock Associates and Venrock Associates II, L.P. are members of a group for purposes of this Schedule 13G.
2
Consists of 2,773,195 shares of common stock owned by Venrock Associates and 3,990,685 shares of common stock owned by Venrock Associates II, L.P.
3
This percentage is calculated based upon 266,064,806 shares of the Issuers common stock outstanding as of October 15, 2010, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2010.
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CUSIP No.
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867328502
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13G
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Page
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3
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of
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7
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Pages
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1
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NAME OF REPORTING PERSON
Venrock Associates II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
þ
1
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York, United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,763,880
2
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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8
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SHARED DISPOSITIVE POWER
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6,763,880
2
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,763,880
2
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.5%
3
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12
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TYPE OF REPORTING PERSON*
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PN
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1
Venrock Associates and Venrock Associates II, L.P. are members of a group for purposes of this Schedule 13G.
2
Consists of 2,773,195 shares of common stock owned by Venrock Associates and 3,990,685 shares of common stock owned by Venrock Associates II, L.P.
3
This percentage is calculated based upon 266,064,806 shares of the Issuers common stock outstanding as of October 15, 2010, as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2010.
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CUSIP No.
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867328502
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13G
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Page
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4
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of
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7
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Pages
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Introductory Note: This Statement on Schedule 13G is filed on behalf of Venrock Associates, a
limited partnership organized under the laws of the State of New York (Venrock) and Venrock
Associates II, L.P., a limited partnership organized under the laws of the State of New York
(Venrock II and collectively with Venrock, the Venrock Entities) in respect of shares of common
stock of Sunesis Pharmaceuticals, Inc.
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Item 1(a)
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Name of Issuer:
Sunesis Pharmaceuticals, Inc.
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Item 1(b)
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Address of Issuers Principal Executive Offices:
395 Oyster Point Boulevard
Suite 400
South San Francisco, CA 94080
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Item 2(a)
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Name of Person Filing:
Venrock Associates
Venrock Associates II, L.P.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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New York Office:
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Palo Alto Office:
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Cambridge Office:
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530 Fifth Avenue
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3340 Hillview Avenue
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55 Cambridge Parkway
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22nd Floor
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Palo Alto, CA 94304
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Suite 100
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New York, NY 10036
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Cambridge, MA 02142
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Each of Venrock and Venrock II are limited partnerships organized in the State of New York.
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Item 2(d)
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Title of Class of Securities:
Common Stock
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Item 2(e)
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CUSIP Number
867328502
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(a) and (b) Venrock beneficially owns 2,773,195 shares of common stock, or 1.0% of the
outstanding shares of common stock. Venrock II owns 3,990,685 shares of common stock, or 1.5%
of the outstanding shares of common stock.
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CUSIP No.
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867328502
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13G
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Page
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5
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of
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7
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Pages
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(c) Each of the Venrock Entities has sole power to vote or to direct the vote of no shares of common stock, sole power to dispose or to direct the disposition of no shares of
the common stock, shared power to vote or to direct the vote of 6,763,880 shares of the
common stock and shared power to dispose or to direct the disposition of 6,763,880 shares of the common stock.
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Item 5
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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
þ
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
Not applicable.
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Item 8
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Identification and Classification of Members of the Group:
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This Schedule is being filed pursuant to Rule 13d-1(c). The identities of each of the
Venrock Entities are stated in Item 2(a).
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Item 9
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Notice of Dissolution of Group:
Not applicable.
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By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above 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.
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CUSIP No.
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867328502
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13G
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Page
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6
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of
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7
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Pages
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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.
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Dated: February 14, 2011
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VENROCK ASSOCIATES
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By:
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A General Partner
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By:
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/s/ David L. Stepp
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Authorized Signatory
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VENROCK ASSOCIATES II, L.P.
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By:
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A General Partner
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By:
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/s/ David L. Stepp
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Authorized Signatory
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CUSIP No.
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867328502
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13G
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Page
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7
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of
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7
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Pages
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EXHIBIT INDEX
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Exhibit No.
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99.1
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Agreement pursuant to Rule 13d-1(k)(1) among Venrock Associates and Venrock Associates II, L.P.
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