Amended Statement of Ownership (sc 13g/a)
February 12 2016 - 4:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No 5)*
Sunesis
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
867328601
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)**
x Rule 13d-1(c)**
¨ 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 disclosures provided in a prior cover page. |
** |
This Schedule is being filed pursuant to Rule 13d-1(b) with respect to Visium Asset Management, LP, JG Asset, LLC and Jacob Gottlieb, and pursuant to Rule 13d-1(c) with respect to certain advisory clients of Visium
Asset Management, LP |
The information required on 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).
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CUSIP No. 867328601 |
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Page
2
of 12 Pages |
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Asset Management, LP |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
None |
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6 |
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SHARED VOTING POWER
400,000 (See Item 4) |
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7 |
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SOLE DISPOSITIVE POWER
None |
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8 |
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SHARED DISPOSITIVE POWER
400,000 (See Item 4) |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (See Item 4) |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨
Not Applicable |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.5% |
12 |
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TYPE OF REPORTING PERSON*
IA, PN |
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CUSIP No. 867328601 |
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Page
3
of 12 Pages |
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
JG Asset, LLC |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
None |
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6 |
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SHARED VOTING POWER
400,000 (See Item 4) |
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7 |
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SOLE DISPOSITIVE POWER
None |
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8 |
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SHARED DISPOSITIVE POWER
400,000 (See Item 4) |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (See Item 4) |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨
Not Applicable |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.5% |
12 |
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TYPE OF REPORTING PERSON*
HC, OO |
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CUSIP No. 867328601 |
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Page
4
of 12 Pages |
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1 |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Jacob Gottlieb |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
None |
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6 |
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SHARED VOTING POWER
400,000 (See Item 4) |
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7 |
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SOLE DISPOSITIVE POWER
None |
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8 |
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SHARED DISPOSITIVE POWER
400,000 (See Item 4) |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (See Item 4) |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* ¨
Not Applicable |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.5% |
12 |
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TYPE OF REPORTING PERSON*
HC, IN |
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CUSIP No. 867328601 |
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Page
5
of 12 Pages |
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Item 1 |
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(a) |
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Name of Issuer: |
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Sunesis Pharmaceuticals, Inc. |
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(b) |
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Address of Issuers Principal Executive Offices: |
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395 Oyster Point Boulevard, Suite 400 South San
Francisco, CA 94080 |
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Item 2 |
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(a) (c) |
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This statement is filed on behalf of the following: |
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(1) Visium Asset Management, LP, a Delaware limited partnership (VAM), with its principal business
office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019. |
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(2) JG Asset, LLC, a Delaware limited liability company (JG Asset), with its principal business
office c/o Visium Asset Management, LP, 888 Seventh Avenue, New York, NY 10019. JG Asset is the General Partner of VAM. |
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(3) Jacob Gottlieb (Gottlieb), a natural person, with his principal business office c/o Visium Asset
Management, LP, 888 Seventh Avenue, New York, NY 10019. Gottlieb is the Managing Member of JG Asset. |
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(d) |
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Title of Class of Securities: |
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Common Stock, $0.0001 par value per share |
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(e) |
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CUSIP Number: |
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867328601 |
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CUSIP No. 867328601 |
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Page
6
of 12 Pages |
Item 3 |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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¨ |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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¨ |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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¨ |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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¨ |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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x |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);* |
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¨ |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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x |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);* |
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¨ |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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¨ |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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¨ |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
* |
VAM is an investment adviser as described above and JG Asset and Gottlieb are each a parent holding company or control person as described above. |
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CUSIP No. 867328601 |
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Page
7
of 12 Pages |
VAM
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(a) |
Amount Beneficially Owned: |
By virtue of its position as investment
manager to pooled investment vehicles, VAM may be deemed to beneficially own the 400,000 shares of the Companys Common Stock beneficially owned by the pooled investment vehicles.
0.5%
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(c) |
Number of Shares as to which person has: |
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(i) |
sole power to vote or to direct vote: |
None
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(ii) |
shared power to vote or to direct vote: |
400,000 shares
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(iii) |
sole power to dispose or direct disposition of: |
None
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(iv) |
shared power to dispose or to direct disposition of: |
400,000 shares
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CUSIP No. 867328601 |
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Page
8
of 12 Pages |
JG Asset
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(a) |
Amount Beneficially Owned: |
By virtue of its position as General Partner
to VAM, JG Asset may be deemed to beneficially own the 400,000 shares of the Companys Common Stock beneficially owned by VAM.
0.5%
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(c) |
Number of Shares as to which person has: |
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(i) |
sole power to vote or to direct vote: |
None
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(ii) |
shared power to vote or to direct vote: |
400,000 shares
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(iii) |
sole power to dispose or direct disposition of: |
None
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(iv) |
shared power to dispose or to direct disposition of: |
400,000 shares
Gottlieb
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(a) |
Amount Beneficially Owned: |
By virtue of his position as the Managing
Member of JG Asset, Gottlieb may be deemed to beneficially own the 400,000 shares of the Companys Common Stock beneficially owned by JG Asset.
0.5%
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CUSIP No. 867328601 |
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Page
9
of 12 Pages |
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(c) |
Number of Shares as to which person has: |
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(i) |
sole power to vote or to direct vote: |
None
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(ii) |
shared power to vote or to direct vote: |
400,000 shares
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(iii) |
sole power to dispose or direct disposition of: |
None
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(iv) |
shared power to dispose or to direct disposition of: |
400,000 shares
VAM, JG Asset and Gottlieb disclaim beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. Neither
the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of the other individual officers and members of VAM or JG Asset is, for any purpose, the beneficial owner of any of the Securities.
Item 5 |
Ownership of Five Percent or Less of a Class: |
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.
Item 6 |
Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable
Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
Not Applicable
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CUSIP No. 867328601 |
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Page
10
of 12 Pages |
Item 8 |
Identification and Classification of Members of the Group: |
Not Applicable
Item 9 |
Notice of Dissolution of Group: |
Not Applicable
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CUSIP No. 867328601 |
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Page
11
of 12 Pages |
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.
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.
Date: February 12, 2016
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VISIUM ASSET MANAGEMENT, LP |
By: JG Asset, LLC, its General Partner |
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By: |
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/s/ Mark Gottlieb |
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Mark Gottlieb |
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Authorized Signatory |
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JG ASSET, LLC |
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By: |
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/s/ Mark Gottlieb |
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Mark Gottlieb |
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Authorized Signatory |
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JACOB GOTTLIEB |
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By: |
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/s/ Mark Gottlieb |
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Mark Gottlieb |
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Authorized Signatory |
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CUSIP No. 867328601 |
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Page
12
of 12 Pages |
Exhibit A
AGREEMENT
The undersigned agree that this
Schedule 13G dated February 12, 2016 relating to the Common Stock, $0.0001 par value per share of Sunesis Pharmaceuticals, Inc. shall be filed on behalf of the undersigned.
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VISIUM ASSET MANAGEMENT, LP |
By: JG Asset, LLC, its General Partner |
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By: |
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/s/ Mark Gottlieb |
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Mark Gottlieb |
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Authorized Signatory |
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JG ASSET, LLC |
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By: |
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/s/ Mark Gottlieb |
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Mark Gottlieb |
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Authorized Signatory |
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JACOB GOTTLIEB |
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By: |
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/s/ Mark Gottlieb |
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Mark Gottlieb |
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Authorized Signatory |
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