Sec Form 3 Filing - Pomerantz Roger @ SUNESIS PHARMACEUTICALS INC - 2021-02-24

FORM 3 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 Pomerantz Roger 2. Issuer Name and Ticker or Trading Symbol SUNESIS PHARMACEUTICALS INC [ VIRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VIRACTA THERAPEUTICS, INC., 2533 S COAST HWY 101, SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2021 (Street) CARDIFF, CA92007 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

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 Restricted Stock Units $ 0 ( 1 ) ( 1 ) Common Stock 144,547 D Stock Option (Right to Buy) $ 1.26 ( 2 ) 07/27/2030 Common Stock 65,379 D Stock Option (Right to Buy) $ 1.26 ( 3 ) 09/13/2030 Common Stock 65,379 D Stock Option (Right to Buy) $ 3.58 ( 4 ) 01/08/2031 Common Stock 72,240 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pomerantz Roger C/O VIRACTA THERAPEUTICS, INC. 2533 S COAST HWY 101, SUITE 210 CARDIFF, CA92007 X Signatures /s/ Michael Mueller, as Attorney-in-Fact 02/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One-eighth (1/8th ) of the RSU Award will vest on November 25, 2021 (the "First Vesting Date"), and one-sixteenth (1/16th ) of the RSU Award will vest each Quarterly Vesting Date (as defined below) after the First Vesting Date, in each case subject to the reporting person continuing to be a Service Provider (as defined in the Viracta Subsidiary, Inc. 2016 Equity Incentive Plan, the "Plan") through the applicable vesting date. For the purposes of the foregoing, "Quarterly Vesting Date" means February 25, May 25, August 25,and November 25 of each year. ( 2 )Twenty-five percent (25%) of the shares subject to the Option shall vest on the one (1) year anniversary of July 27, 2020 (the "Vesting Commencement Date"), and one forty-eighth (1/48th ) of the total shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the reporting person continuing to be a Service Provider (as defined in the Plan) through each such date. Notwithstanding the foregoing and anything to the contrary in the Plan, in the event a Change in Control (as such term is defined in the Plan) of the Company occurs while reporting person is a Service Provider of the Company, one hundred percent (100%) of the unvested shares subject to the Option shall vest and become immediately exercisable. ( 3 )Twenty-five percent (25%) of the shares subject to the Option shall vest on the one (1) year anniversary of September 13, 2020 (the "Vesting Commencement Date"), and one forty-eighth (1/48th ) of the total shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the reporting person continuing to be a Service Provider (as defined in the Plan) through each such date. Notwithstanding the foregoing and anything to the contrary in the Plan, in the event a Change in Control (as such term is defined in the Plan) of the Company occurs while reporting person is a Service Provider of the Company, one hundred percent (100%) of the unvested shares subject to the Option shall vest and become immediately exercisable. ( 4 )One forty-eighth (1/48th ) of the Shares subject to the Option shall vest on February 28, 2021, and one forty-eighth (1/48th ) of the total Shares subject to the Option shall vest each month thereafter on the last day of such month, subject to the reporting person continuing to be a Service Provider (as defined in the Company's 2016 Equity Incentive Plan) through each such date.

Remarks: Exhibit 24: Power of Attorney

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).

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