SEC Form 4 · accession 0000899243-15-001801

SUNESIS PHARMACEUTICALS INC · SNSS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

BAY CITY CAPITAL LLC

10% Owner

Bay City Capital Fund V, L.P.

10% Owner

Bay City Capital Fund V Co-Investment Fund, L.P.

10% Owner

Bay City Capital Management V LLC

10% Owner

Period of report

Jul 24, 2015

Accepted (ET)

Jul 28, 2015 · 6:32 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001061027

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jul 24, 2015	X	1,089,788	$1.32	A	5,683,475	I	See Footnotes
Common Stock^F4,F1,F2	Jul 24, 2015	S	415,877	$3.46	D	5,267,598	I	See Footnotes
Common Stock^F1,F2	Jul 24, 2015	X	544,893	$1.32	A	5,812,491	I	See Footnotes
Common Stock^F4,F1,F2	Jul 24, 2015	S	207,938	$3.46	D	5,604,553	I	See Footnotes
Common Stock^F1,F6	Jul 24, 2015	X	20,766	$1.32	A	5,625,319	I	See Footnotes
Common Stock^F4,F1,F6	Jul 24, 2015	S	7,925	$3.46	D	5,617,394	I	See Footnotes
Common Stock^F1,F6	Jul 24, 2015	X	10,383	$1.32	A	5,627,777	I	See Footnotes
Common Stock^F4,F1,F6	Jul 24, 2015	S	3,962	$3.46	D	5,623,815	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Warrant (right to buy)^F1,F2	$1.32	Jul 24, 2015	X	1,089,788	D	Apr 3, 2009	Apr 3, 2016	Common Stock	1,089,788	I
Warrant (right to buy)^F1,F2	$1.32	Jul 24, 2015	X	544,893	D	Oct 3, 2009	Oct 3, 2016	Common Stock	544,893	I
Warrant (right to buy)^F1,F6	$1.32	Jul 24, 2015	X	20,766	D	Apr 3, 2009	Apr 3, 2016	Common Stock	20,766	I
Warrant (right to buy)^F1,F6	$1.32	Jul 24, 2015	X	10,383	D	Oct 3, 2009	Oct 3, 2016	Common Stock	10,383	I

Explanation of responses

F1Bay 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.
F2These securities are held by Fund V.
F3On 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.
F4The 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.
F5On 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.
F6These securities are held by Co-Investment V.
F7On 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.
F8On 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.