Sec Form 4 Filing - BJERKHOLT ERIC @ SUNESIS PHARMACEUTICALS INC - 2015-07-24

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BJERKHOLT ERIC
2. Issuer Name and Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC [ SNSS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, CFO & Corp. Secretary
(Last) (First) (Middle)
C/O SUNESIS PHARMACEUTICALS, INC., 395 OYSTER POINT BOULEVARD, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2015
(Street)
SOUTH SAN FRANCISCO, CA94080
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 07/24/2015 X 11,105 A $ 1.32 84,634 I See footnote ( 1 )
Common Stock 07/24/2015 S( 2 ) 4,239 D $ 3.4585 80,395 I See footnote ( 1 )
Common Stock 07/24/2015 X 5,551 A $ 1.32 85,946 I See footnote ( 1 )
Common Stock 07/24/2015 S( 3 ) 2,119 D $ 3.4585 83,827 I See footnote ( 1 )
Common Stock 49,913 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 07/24/2015 X 11,105 04/03/2009 04/03/2016 Common Stock 11,105 $ 0 0 I See footnote ( 1 )
Warrant (right to buy) $ 1.32 07/24/2015 X 5,551 10/30/2009 10/30/2016 Common Stock 5,551 $ 0 0 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BJERKHOLT ERIC
C/O SUNESIS PHARMACEUTICALS, INC.
395 OYSTER POINT BOULEVARD, SUITE 400
SOUTH SAN FRANCISCO, CA94080
EVP, CFO & Corp. Secretary
Signatures
/s/ David Tucker (Attorney-in-Fact) 07/28/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held by the Bjerkholt/Hahn Family Trust for which reporting person is the Trustee.
( 2 )On July 24, 2015, the reporting person exercised a warrant to purchase 11,105 shares of SNSS common stock for $1.32 a share. The reporting person paid the exercise price on a cashless basis, resulting in SNSS's withholding of 4,239 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 6,866 shares.
( 3 )On July 24, 2015, the reporting person exercised a warrant to purchase 5,551 shares of SNSS common stock for $1.32 a share. The reporting person paid the exercise price on a cashless basis, resulting in SNSS's withholding of 2,119 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 3,432 shares.

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).

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