Sec Form 4 Filing - Misfeldt Dayton @ SUNESIS PHARMACEUTICALS INC - 2014-08-08

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
Misfeldt Dayton
2. Issuer Name and Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC [ SNSS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BAY CITY CAPITAL LLC, 750 BATTERY STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2014
(Street)
SAN FRANCISCO, CA94111
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 08/08/2014 S 662,378 D $ 6.6201 ( 1 ) 4,868,792 I See footnotes. ( 2 ) ( 3 )
Common Stock 08/08/2014 S 12,622 D $ 6.6201 ( 1 ) 92,780 I See footnotes. ( 2 ) ( 4 )
Common Stock 08/11/2014 S 31,009 D $ 6.902 ( 5 ) 4,837,783 I See footnotes. ( 2 ) ( 3 )
Common Stock 08/11/2014 S 591 D $ 6.902 ( 5 ) 92,189 I See footnotes. ( 2 ) ( 4 )
Common Stock 08/12/2014 S 36,406 D $ 6.7717 ( 6 ) 4,801,377 I See footnotes. ( 2 ) ( 3 )
Common Stock 08/12/2014 S 694 D $ 6.7717 ( 6 ) 91,495 I See footnotes. ( 2 ) ( 4 )
Common Stock 1,515 I See footnotes. ( 2 ) ( 7 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Misfeldt Dayton
C/O BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA94111
X X
Signatures
/s/ Mehdi Khodadad (Attorney-in-Fact) 08/12/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.62 to $6.71 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 one (1) of this Form 4.
( 2 )The reporting person is a partner 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 liablity 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 partnershp ("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.
( 3 )These securities are held by Fund V.
( 4 )These securities are held by Co-Investment V.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.87 to $6.94. 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 five (5) of this Form 4.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.70 to $6.925 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 six (6) of this Form 4.
( 7 )These securities are held by BCC.

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