Amended Statement of Ownership (sc 13g/a)
February 16 2016 - 4:08PM
Edgar (US Regulatory)
SCHEDULE
13G
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Sunesis
Pharmaceuticals,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 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:
|
☒ Rule
13d-1(b) |
|
|
|
☐
Rule 13d-1(c) |
|
|
|
☐ Rule 13d-1(d) |
*The
remainder of this cover page shall be filled out for a reporting person’s 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.
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 (the “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).
CUSIP
No. 867328601
1 |
NAMES
OF REPORTING PERSONS
Baker
Bros. Advisors LP
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
4,450,000 |
6 |
SHARED
VOTING POWER
-0- |
7 |
SOLE
DISPOSITIVE POWER
4,450,000 |
8 |
SHARED
DISPOSITIVE POWER
-0- |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,450,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
(1) |
12 |
TYPE
OF REPORTING PERSON (See Instructions)
IA,
PN
|
| (1) | Based
on 86,517,816 shares of common stock outstanding as of December 31, 2015, based on information
obtained from the Issuer on January 26, 2016. |
CUSIP
No. 867328601
1 |
NAMES
OF REPORTING PERSONS
Baker
Bros. Advisors (GP) LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
4,450,000 |
6 |
SHARED
VOTING POWER
-0- |
7 |
SOLE
DISPOSITIVE POWER
4,450,000 |
8 |
SHARED
DISPOSITIVE POWER
-0- |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,450,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
(1) |
12 |
TYPE
OF REPORTING PERSON (See Instructions)
HC,
OO
|
| (1) | Based
on 86,517,816 shares of common stock outstanding as of December 31, 2015, based on information
obtained from the Issuer on January 26, 2016. |
CUSIP
No. 867328601
1 |
NAMES
OF REPORTING PERSONS
Felix
J. Baker |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
☐
(b) ☐ |
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
4,450,000 |
6 |
SHARED
VOTING POWER
-0- |
7 |
SOLE
DISPOSITIVE POWER
4,450,000 |
8 |
SHARED
DISPOSITIVE POWER
-0- |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,450,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
(1) |
12 |
TYPE
OF REPORTING PERSON (See Instructions)
IN,
HC
|
| (1) | Based
on 86,517,816 shares of common stock outstanding as of December 31, 2015, based on information
obtained from the Issuer on January 26, 2016. |
CUSIP
No. 867328601
1 |
NAMES
OF REPORTING PERSONS
Julian
C. Baker |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
4,450,000 |
6 |
SHARED
VOTING POWER
-0- |
7 |
SOLE
DISPOSITIVE POWER
4,450,000 |
8 |
SHARED
DISPOSITIVE POWER
-0- |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,450,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
(1) |
12 |
TYPE
OF REPORTING PERSON (See Instructions)
IN,
HC
|
| (1) | Based
on 86,517,816 shares of common stock outstanding as of December 31, 2015, based on information
obtained from the Issuer on January 26, 2016. |
Amendment
No. 1 to Schedule 13G
This
Amendment No. 1 to Schedule 13G amends and supplements the previously filed Schedules 13G filed by Baker Bros. Advisors LP (the
“Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker and Felix J. Baker. Except
as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
Item
1(a) |
Name
of Issuer: |
|
|
|
Sunesis
Pharmaceuticals, Inc. (the “Issuer”) |
|
|
Item 1(b) |
Address of Issuer’s
Principal Executive Offices: |
|
|
|
395 Oyster Point Boulevard, Suite 400 |
|
|
|
South San Francisco, California 94080 |
|
|
Item 2(a) |
Name of Person
Filing: |
This
Schedule 13G is being filed jointly by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC
(the “Adviser GP”), Felix J. Baker and Julian C. Baker (collectively, the “Reporting Persons”).
Item
2(b) |
Address
of Principal Business Office or, if None, Residence: |
|
|
|
The business address of each of the Reporting
Persons is: |
|
|
|
c/o Baker Bros. Advisors LP |
|
|
|
667 Madison Avenue, 21st Floor |
|
|
|
New York, NY 10065 |
|
|
|
(212) 339-5690 |
|
|
Item 2(c) |
Citizenship: |
|
|
|
The Adviser is a limited partnership
organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under
the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America. |
|
|
Item
2(d) |
Title
of Class of Securities: |
|
|
|
Common
Stock, par value $0.0001 per share (“Common Stock”) |
Item
2(e) |
CUSIP
Number: |
|
|
|
867328601 |
|
|
Item 3. |
If this statement
is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a: |
(a)
☐ Broker or dealer registered under Section 15 of the Exchange Act.
(b)
☐ Bank as defined in section 3(a)(6) of the Exchange Act.
(c)
☐ Insurance company as defined in section 3(a)(19) of the Exchange Act.
(d)
☐ Investment company registered under section 8 of the Investment Company Act of 1940.
(e)
☒ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)
☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)
☒ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)
☐A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)
☐ 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.
(j)
☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Items
5 through 9 and 11 of each of the cover pages to this Amendment No. 1 are incorporated herein reference. Certain securities of
the Issuer are directly held by each of Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”,
and together with Life Sciences, the “Funds”). The information set forth below is based upon 86,517,816 shares of
Common Stock outstanding as of December 31, 2015, based on information obtained from the Issuer on January 26, 2016. Such percentage
figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
| |
Number
of Shares of | | |
| |
| |
Common
Stock we own | | |
Percent
of | |
| |
or
have to right to | | |
Class | |
Name | |
acquire
within 60 days | | |
Outstanding | |
667, L.P. | |
| 458,795 | | |
| 0.5 | % |
Baker Brothers
Life Sciences, L.P. | |
| 3,991,205 | | |
| 4.6 | % |
Total | |
| 4,450,000 | | |
| 5.1 | % |
Pursuant
to the amended and restated management agreements among the Adviser, the Funds and their respective general partners, the Adviser
has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.
The
Adviser GP, Felix J. Baker and Julian C. Baker as principals of the Adviser GP, and the Adviser may be deemed to be beneficial
owners of securities of the Issuer directly held by the Funds, and may be deemed to have the power to vote or direct the vote
of and the power to dispose or direct the disposition of such securities.
The
Reporting Persons disclaim beneficial ownership of the securities held by each of the Funds, and this Amendment No. 1 shall not
be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 13(d) or
for any other purpose.
Item 5. |
Ownership of Five Percent or Less of a Class. |
If
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, check the following ☐. N/A
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
|
|
|
The information in Item 4 is incorporated
herein by reference. |
|
|
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person. |
|
|
|
The
information in Item 4 is incorporated herein by reference. |
|
|
Item 8. |
Identification
and Classification of Members of the Group. |
|
|
|
N/A |
Item
9. |
Notice
of Dissolution of Group. |
|
|
|
N/A |
|
|
Item 10. |
Certification. |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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.
February
16, 2016
|
BAKER
BROS. ADVISORS LP |
|
|
|
By: |
Baker Bros. Advisors (GP) LLC, its general partner |
|
|
|
|
By: |
/s/
Scott L. Lessing |
|
|
Name: Scott L. Lessing |
|
|
Title: President |
|
BAKER
BROS. ADVISORS (GP) LLC |
|
|
|
By: |
/s/
Scott L. Lessing |
|
|
Name: Scott L. Lessing |
|
|
Title: President |
|
/s/
Julian C. Baker |
|
Julian C. Baker |
|
|
|
/s/ Felix
J. Baker |
|
Felix J. Baker |
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