Statement of Changes in Beneficial Ownership (4)
August 12 2014 - 5:54PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BAY CITY CAPITAL LLC
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2. Issuer Name
and
Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC
[
SNSS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
750 BATTERY STREET, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/8/2014
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/8/2014
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S
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662378
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D
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$6.6201
(2)
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4975709
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D
(1)
(2)
(3)
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Common Stock
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8/8/2014
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S
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12622
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D
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$6.6201
(2)
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4963087
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D
(1)
(2)
(4)
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Common Stock
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8/11/2014
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S
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31009
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D
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$6.902
(5)
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4932078
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D
(1)
(3)
(5)
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Common Stock
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8/11/2014
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S
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591
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D
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$6.902
(5)
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4931487
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D
(1)
(4)
(5)
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Common Stock
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8/12/2014
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S
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36406
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D
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$6.7717
(6)
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4895081
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D
(1)
(3)
(6)
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Common Stock
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8/12/2014
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S
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694
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D
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$6.7717
(6)
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4894387
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D
(1)
(4)
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V.
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(
2)
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This transaction was executed in multiple trades at prices ranging from $6.62 to $6.71. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(
3)
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Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
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(
4)
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Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
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(
5)
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This transaction was executed in multiple trades at prices ranging from $6.87 to $6.94. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(
6)
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This transaction was executed in multiple trades at prices ranging from $6.70 to $6.925. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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Remarks:
Signed by Carl Goldfischer, Managing Director of Bay City Capital LLC for itself; for and on behalf of Bay City Capital Management V LLC
in its capacity as manager thereof; and for and on behalf of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment
Fund, L.P. in its capacity as manager of Bay City Capital Management V LLC, the general partner of Bay City Capital Fund V, L.P. and
Bay City Capital Fund V Co-Investment Fund, L.P.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BAY CITY CAPITAL LLC
750 BATTERY STREET
SUITE 400
SAN FRANCISCO, CA 94111
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X
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Bay City Capital Management V LLC
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
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X
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Bay City Capital Fund V, L.P.
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
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X
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Bay City Capital Fund V Co-Investment Fund, L.P.
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
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X
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Signatures
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/s/ Carl Goldfischer
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8/12/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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