Item 1.
Security and Issuer
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This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on April 13, 2009, as amended on November 17, 2009 and July 9, 2010, relating to 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.
Certain terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D, as amended.
Item 2.
Identity and Background
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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; Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”) and Scott D. Sandell (“Sandell”) (collectively, the “Managers”) and C. Richard Kramlich (“Kramlich”), Charles M. Linehan (“Linehan”), Charles W. Newhall III (“Newhall”), Mark W. Perry (“Perry”) and Eugene A. Trainor III (“Trainor”). The Managers are the individual managers of NEA 12 GP. GEO, NEA 12, NEA Partners 12, NEA 12 GP, the Managers, Kramlich, Linehan, Newhall, Perry and Trainor are sometimes referred to collectively herein as the “Reporting Persons.”
The address of the principal business office of GEO, NEA 12, NEA Partners 12 and NEA 12 GP is New Enterprise Associates, 1954 Greenspring Drive, Timonium, MD 21093. The address of the principal business office of Baskett, Kolluri 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.
Item 5.
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Interest in Securities of the Issuer
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(a)
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After consummation of the transactions described in Item 5(c) below, GEO is the record owner of 4,926,033 shares of Common Stock of the Issuer (the “Firm Shares”) and warrants to purchase 1,665,831 shares of Common Stock of the Issuer (the “Firm Warrant Shares” and, collectively with the Firm Shares, the “Firm Securities”) which warrants are exercisable within 60 days. As the sole member of GEO, NEA 12 may be deemed to own beneficially the Firm Securities. As the general partner of NEA 12, NEA Partners 12 may also be deemed to own beneficially the Firm Securities. As the general partner of NEA Partners 12, NEA 12 GP likewise may be deemed to own beneficially the Firm Securities. As the individual Managers of NEA 12 GP, each of the Managers also may be deemed to own beneficially the Firm Securities.
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GEO, NEA 12, NEA Partners 12, NEA 12 GP and each Manager may be deemed to own beneficially 10.6% of the Issuer’s Common Stock, which percentage is calculated based upon 62,108,804 shares of Common Stock deemed to be outstanding, which includes (i) 60,442,973 shares of Common Stock reported to be outstanding as of July 25, 2014 in the Issuer’s Form 10-Q filed with the Securities Exchange Commission on August 5, 2014 and (ii) the Firm Warrant Shares. Each of the Reporting Persons, except GEO, disclaims beneficial ownership of the Firm Securities except to the extent of their pecuniary interest therein, if any.