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 *

BAY CITY CAPITAL LLC 		2. Issuer Name and Ticker or Trading Symbol

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

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

750 BATTERY STREET, SUITE 400 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/24/2015
(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)

___ Form filed by One Reporting Person
_ X _ 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   7/24/2015     X    1089788   A $1.32   5683475   I   See Footnotes   (1) (2)
Common Stock   7/24/2015     S (3)    415877   D $3.46   (4) 5267598   I   See Footnotes   (1) (2)
Common Stock   7/24/2015     X    544893   A $1.32   5812491   I   See Footnotes   (1) (2)
Common Stock   7/24/2015     S (5)    207938   D $3.46   (4) 5604553   I   See Footnotes   (1) (2)
Common Stock   7/24/2015     X    20766   A $1.32   5625319   I   See Footnotes   (1) (6)
Common Stock   7/24/2015     S (7)    7925   D $3.46   (4) 5617394   I   See Footnotes   (1) (6)
Common Stock   7/24/2015     X    10383   A $1.32   5627777   I   See Footnotes   (1) (6)
Common Stock   7/24/2015     S (8)    3962   D $3.46   (4) 5623815   I   See Footnotes   (1) (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
Warrant (right to buy)   $1.32   7/24/2015     X         1089788    4/3/2009   4/3/2016   Common Stock   1089788   $0.00   0   I   See Footnotes   (1) (2)
Warrant (right to buy)   $1.32   7/24/2015     X         544893    10/3/2009   10/3/2016   Common Stock   544893   $0.00   0   I   See Footnotes   (1) (2)
Warrant (right to buy)   $1.32   7/24/2015     X         20766    4/3/2009   4/3/2016   Common Stock   20766   $0.00   0   I   See Footnotes   (1) (6)
Warrant (right to buy)   $1.32   7/24/2015     X         10383    10/3/2009   10/3/2016   Common Stock   10383   $0.00   0   I   See Footnotes   (1) (6)

Explanation of Responses:
( 1)  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.
( 2)  These securities are held by Fund V.
( 3)  On July 27, 2015, Fund V exercised a warrant to purchase 1,089,788 shares of Sunesis Pharmaceuticals Inc. ("Sunesis") common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis, resulting in Sunesis withholding of 415,877 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 673,911 shares.
( 4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.32 to $3.58 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 four (4) of this Form 4.
( 5)  On July 27,2015, Fund V exercised a warrant to purchase 544,893 shares of Sunesis common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis, resulting in Sunesis withholding of 207,938 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 336,955 shares.
( 6)  These securities are held by Co-Investment V.
( 7)  On July 27, 2015, Co-Investment V exercised a warrant to purchase 20,766 shares of Sunesis common stock for $1.32 a share. Co-Investment V paid the exercise price on a cashless basis, resulting in Sunesis withholding of 7,925 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 12,841 shares.
( 8)  On July 27, 2015, Co-Investment V exercised a warrant to purchase 10,383 shares of Sunesis common stock for $1.32 a share. Co-Investment V paid the exercise price on a cashless basis, resulting in Sunesis withholding of 3,962 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 6,421 shares.

Remarks:
Signed by Fred Craves, 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.

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

Bay City Capital Management V LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
X

Bay City Capital Fund V, L.P.
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
X

Bay City Capital Fund V Co-Investment Fund, L.P.
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
X


Signatures
/s/ Fred Craves 7/28/2015
** 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.
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