SEC Form 4 · accession 0001179110-15-016634

SUNESIS PHARMACEUTICALS INC · SNSS

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

Reporting owner

Dayton Misfeldt

Director

Period of report

Jul 24, 2015

Accepted (ET)

Dec 21, 2015 · 9:25 pm EST

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	5,596,088	I	See footnotes.
Common Stock^F4,F1,F2	Jul 24, 2015	S	415,877	$3.46	D	5,180,211	I	See footnotes.
Common Stock^F1,F2	Jul 24, 2015	X	544,893	$1.32	A	5,725,104	I	See footnotes.
Common Stock^F4,F1,F2	Jul 24, 2015	S	207,938	$3.46	D	5,517,166	I	See footnotes.
Common Stock^F1,F6	Jul 24, 2015	X	20,766	$1.32	A	106,638	I	See footnotes.
Common Stock^F4,F1,F6	Jul 24, 2015	S	7,925	$3.46	D	98,713	I	See footnotes.
Common Stock^F1,F6	Jul 24, 2015	X	10,383	$1.32	A	109,096	I	See footnotes.
Common Stock^F4,F1,F6	Jul 24, 2015	S	3,962	$3.64	D	105,134	I	See footnotes
Common Stock^F1,F9	holding	—	—		—	1,515	I	See footnote.

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	A	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	A	Oct 3, 2009	Oct 3, 2016	Common Stock	544,983	I
Warrant (right to buy)^F1,F6	$1.32	Jul 24, 2015	X	20,766	A	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	A	Oct 3, 2009	Oct 3, 2016	Common Stock	1,083	I

Explanation of responses

F1The 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 liability 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 partnership ("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.
F2These securities are held by Fund V.
F3On July 27, 2015, Fund V exercised a warrant to purchase 1,089,788 shares of the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 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 the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 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 the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 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 the Issuer's common stock for $1.32 a share. Fund V paid the exercise price on a cashless basis resulting in Issuer withholding 3,962 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 6,421 shares.
F9These securities are held by BCC.