Sec Form 4 Filing - TRAINOR III EUGENE A @ SUNESIS PHARMACEUTICALS INC - 2009-10-30

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 TRAINOR III EUGENE A 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) 1119 ST. PAUL STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/30/2009 (Street) BALTIMORE, MD21202 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 Common Stock Warrant (Right to Buy) $ 0.22 10/30/2009 P 3,331,660 10/30/2009 10/30/2016 Common Stock 3,331,660 $ 0 3,331,660 I See Note 1 ( 1 ) Series A Preferred Stock ( 2 ) ( 3 ) 10/30/2009 P 333,166 ( 2 )( 3 ) ( 4 ) Common Stock 3,331,660 $ 0 999,499 I See Note 1 ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TRAINOR III EUGENE A 1119 ST. PAUL STREET BALTIMORE, MD21202 X Signatures /s/ Louis Citron, attorney-in-fact 11/03/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a manager of NEA 12 GP, LLC, the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of New Enterprise Associates 12, Limited Partnership ("NEA 12"). NEA 12 is the sole member of Growth Equity Opportunities, LLC ("GEO"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise of such portion of the securities of the issuer held by GEO in which the Reporting Person has no pecuniary interest therein. ( 2 )Each share of Series A Preferred Stock is initially convertible into 10 shares of common stock, subject to adjustment for any stock dividends, combinations, stock splits, recapitalizations and the like. The Series A Preferred Stock is convertible at the election of the holder at any time after the earlier of (i) the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation), or (ii) January 24, 2011. ( 3 )All outstanding shares of Series A Preferred Stock would be automatically converted into shares of common stock upon the earlier to occur of: (i) the affirmative election of the holders of at least a majority of the outstanding shares of the Series A Preferred Stock; (ii) the date, following the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation), on which the closing bid price for the common stock has been equal to or at least $0.66 per share for a period of thirty trading days with an average trading volume during such period of at least 200,000 shares; or (iii) the common equity closing (as defined in the applicable Certificate of Designation). ( 4 )The Series A Preferred Stock has no expiration date.

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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