FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Misfeldt Dayton 		2. Issuer Name and Ticker or Trading Symbol

SUNESIS PHARMACEUTICALS INC [ SNSS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O BAY CITY CAPITAL LLC, 750 BATTERY STREET, SUITE 400 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/27/2014
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/27/2014     S    98817   D $8.163   (1) 4702560   I   See footnotes.   (2) (3)
Common Stock   8/27/2014     S    1883   D $8.163   (1) 89612   I   See footnotes.   (2) (4)
Common Stock   8/28/2014     S    196260   D $7.8851   (5) 4506300   I   See footnotes.   (2) (3)
Common Stock   8/28/2014     S    3740   D $7.8851   (5) 85872   I   See footnotes.   (2) (4)
Common Stock                  1515   I   See footnotes.   (2) (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.06 to $8.2450 inclusive. Upon request, the reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares sold at each separate price within the ranges set forth in footnote one (1) of this Form 4.
( 2)  The reporting person is a Managing Director of Bay City Capital LLC, A Delaware limited liability company ("BCC"). BCC is the manager of Bay City Capital Management V LLC, a Delaware limited liablity company ("Management V"). Management V is the general partner of 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 partnershp ("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. Mr. Misfeldt, BCC and Management V disclaim beneficial ownership with respect to the securities reported in this Form 4, except to the extent of their pecuniary interest therein.
( 3)  These securities are held by Fund V.
( 4)  These securities are held by Co-Investment V.
( 5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.75 to $8.06. Upon request, the reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission, full information regarding the shares sold at each separate price within the ranges set forth in footnote five (5) of this Form 4.
( 6)  These securities are held by BCC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Misfeldt Dayton
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111 		X X


Signatures
/s/ Dayton Misfeldt 8/29/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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