Sec Form 4 Filing - BAY CITY CAPITAL LLC @ SUNESIS PHARMACEUTICALS INC - 2015-07-24

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 BAY CITY CAPITAL LLC 2. Issuer Name and Ticker or Trading Symbol SUNESIS PHARMACEUTICALS INC [ SNSS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 750 BATTERY STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2015 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 1,089,788 A $ 1.32 5,683,475 I See Footnotes ( 1 ) ( 2 ) Common Stock 07/24/2015 S( 3 ) 415,877 D $ 3.46 ( 4 ) 5,267,598 I See Footnotes ( 1 ) ( 2 ) Common Stock 07/24/2015 X 544,893 A $ 1.32 5,812,491 I See Footnotes ( 1 ) ( 2 ) Common Stock 07/24/2015 S( 5 ) 207,938 D $ 3.46 ( 4 ) 5,604,553 I See Footnotes ( 1 ) ( 2 ) Common Stock 07/24/2015 X 20,766 A $ 1.32 5,625,319 I See Footnotes ( 1 ) ( 6 ) Common Stock 07/24/2015 S( 7 ) 7,925 D $ 3.46 ( 4 ) 5,617,394 I See Footnotes ( 1 ) ( 6 ) Common Stock 07/24/2015 X 10,383 A $ 1.32 5,627,777 I See Footnotes ( 1 ) ( 6 ) Common Stock 07/24/2015 S( 8 ) 3,962 D $ 3.46 ( 4 ) 5,623,815 I See Footnotes ( 1 ) ( 6 )

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 1,089,788 04/03/2009 04/03/2016 Common Stock 1,089,788 $ 0 0 I See Footnotes ( 1 ) ( 2 ) Warrant (right to buy) $ 1.32 07/24/2015 X 544,893 10/03/2009 10/03/2016 Common Stock 544,893 $ 0 0 I See Footnotes ( 1 ) ( 2 ) Warrant (right to buy) $ 1.32 07/24/2015 X 20,766 04/03/2009 04/03/2016 Common Stock 20,766 $ 0 0 I See Footnotes ( 1 ) ( 6 ) Warrant (right to buy) $ 1.32 07/24/2015 X 10,383 10/03/2009 10/03/2016 Common Stock 10,383 $ 0 0 I See Footnotes ( 1 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAY CITY CAPITAL LLC 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA94111 X Bay City Capital Management V LLC 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA94111 X Bay City Capital Fund V, L.P. 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA94111 X Bay City Capital Fund V Co-Investment Fund, L.P. 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA94111 X Signatures /s/ Fred Craves 07/28/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Bay 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. ( 2 )These securities are held b y Fund V. ( 3 )On 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. ( 4 )The 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. ( 5 )On 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. ( 6 )These securities are held by Co-Investment V. ( 7 )On 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. ( 8 )On 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.

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