sc13gza

New York Office:

Menlo Park Office:

Cambridge Office:

30 Rockefeller Plaza

2494 Sand Hill Road

55 Cambridge Parkway

Suite 5508

New York, NY 10112

Menlo Park, CA 94025

Cambridge, MA 02142

0000950133-07-000621.txt : 20070214 0000950133-07-000621.hdr.sgml : 20070214 20070214150949 ACCESSION NUMBER: 0000950133-07-000621 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: VENROCK ASSOCIATES II, L.P GROUP MEMBERS: VENROCK ENTREPRENEURS FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNESIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001061027 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943295878 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81034 FILM NUMBER: 07619112 BUSINESS ADDRESS: STREET 1: 341 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-266-3500 MAIL ADDRESS: STREET 1: 341 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: MOSAIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19980709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENROCK ASSOCIATES CENTRAL INDEX KEY: 0000937889 IRS NUMBER: 136300995 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126495600 MAIL ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G/A 1 w30449csc13gza.htm AMENDMENT NO. 1 TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No.1 )*

SUNESIS PHARMACEUTICALS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

867328502

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		867328502		Page		2		of		8


1	NAMES OF REPORTING PERSONS: Venrock Associates

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	I.R.S. #13-6300995

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ¹
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York, United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,141,744²

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1,141,744²

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,141,744²

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	3.9%³

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

¹ Venrock Associates, Venrock Associates II, L.P. and Venrock Entrepreneurs Fund, L.P. are members of a group for purposes of this Schedule 13G/A.

² Consists of 467,380 shares of common stock owned by Venrock Associates, 649,955 shares of common stock owned by Venrock Associates II, L.P. and 24,409 shares of common stock owned by Venrock Entrepreneurs Fund, L.P.

³ This percentage is calculated based upon 29,362,640 shares of the Issuer’s common stock outstanding as of October 31, 2006, as set forth in the Issuer’s most recent Form 10-Q for the quarter ended September 30, 2006, filed with the Securities and Exchange Commission on November 9, 2006.


CUSIP No.		867328502		Page		3		of		8


1	NAMES OF REPORTING PERSONS: Venrock Associates II, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	I.R.S. #13-3844754

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ¹
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York, United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,141,744²

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1,141,744²

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,141,744²

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	3.9%³

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

¹ Venrock Associates, Venrock Associates II, L.P. and Venrock Entrepreneurs Fund, L.P. are members of a group for purposes of this Schedule 13G/A.


CUSIP No.		867328502		Page		4		of		8


1	NAMES OF REPORTING PERSONS: Venrock Entrepreneurs Fund, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	I.R.S. #13-4078492

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ¹
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York, United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,141,744²

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1,141,744²

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,141,744²

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	3.9%³

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

¹ Venrock Associates, Venrock Associates II, L.P. and Venrock Entrepreneurs Fund, L.P. are members of a group for purposes of this Schedule 13G/A.


CUSIP No.		867328502		Page		5		of		8

Introductory Note: This Statement on Schedule 13G is filed on behalf of Venrock Associates, a limited partnership organized under the laws of the State of New York (“Venrock”), Venrock Associates II, L.P., a limited partnership organized under the laws of the State of New York (“Venrock II”) and Venrock Entrepreneurs Fund, L.P., a limited partnership organized under the laws of the State of New York (“Entrepreneurs Fund” and collectively with Venrock and Venrock II, the “Venrock Entities”) in respect of shares of common stock of Sunesis Pharmaceuticals, Inc.


		Item 1(a)		Name of Issuer:

				Sunesis Pharmaceuticals, Inc.

		Item 1(b)		Address of Issuer’s Principal Executive Offices:

				341 Oyster Point Boulevard
				South San Francisco, CA 94080

		Item 2(a)		Name of Person Filing:

				Venrock Associates
				Venrock Associates II, L.P.
				Venrock Entrepreneurs Fund, L.P.

		Item 2(b)		Address of Principal Business Office or, if none, Residence:


		Item 2(c)		Citizenship:

				Each of Venrock, Venrock II and Entrepreneurs Fund are limited partnerships organized in the State of New York.


		Item 2(d)		Title of Class of Securities:

				Common Stock

		Item 2(e)		CUSIP Number

				867328502

		Item 3		Not applicable.

		Item 4		Ownership

(a) and (b) Venrock beneficially owns 467,380 shares of common stock, or 1.6% or the outstanding shares of common stock. Venrock II owns 649,955 shares of common stock,


CUSIP No.		867328502		Page		6		of		8

or 2.2% or the outstanding shares of common stock. Entrepreneurs Fund owns 24,409 shares of common stock, or 0.1% or the outstanding shares of common stock.

(c) Each of the Venrock Entities has sole power to vote or to direct the vote of no shares of common stock, sole power to dispose or to direct the disposition of no shares of the common stock, shared power to vote or to direct the vote of 1,141,744 shares of the common stock and shared power to dispose or to direct the disposition of 1,141,744 shares of the common stock.


Item 5		Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof
	the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ

Item 6		Ownership of More than Five Percent on Behalf of Another Person:

		Not applicable.

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

		Not applicable.

Item 8		Identification and Classification of Members of the Group:

		This Schedule is being filed pursuant to Rule 13d-1(d). The identities of each of the Venrock Entities are stated in Item 2(a).

Item 9		Notice of Dissolution of Group:

		Not applicable.

Item 10		Certification

		Not applicable.


CUSIP No.		867328502		Page		7		of		8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.


Dated: February 14, 2007	VENROCK ASSOCIATES

	By:	/s/ Linda H. Hanauer
	Name: Linda H. Hanauer
	Title: Authorized Signatory or Member

Dated: February 14, 2007	VENROCK ASSOCIATES II, L.P.

	By:	/s/ Linda H. Hanauer
	Name: Linda H. Hanauer
	Title: Authorized Signatory or Member

Dated: February 14, 2007	VENROCK ENTREPRENEURS FUND, L.P.

	By:	/s/ Linda H. Hanauer
	Name: Linda H. Hanauer
	Title: Authorized Signatory or Member


CUSIP No.		867328502		Page		8		of		8

EXHIBIT INDEX

Exhibit No.

99.1

Agreement pursuant to Rule 13d-1(k)(1) among Venrock Associates, Venrock Associates II, L.P. and Venrock Entrepreneurs Fund, L.P.

EX-99.1 2 w30449cexv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G/A is being filed on behalf of each of the undersigned.


Dated: February 14, 2007	VENROCK ASSOCIATES

	By:	/s/ Linda H. Hanauer
	Name: Linda H. Hanauer
	Title: Authorized Signatory or Member

Dated: February 14, 2007	VENROCK ASSOCIATES II, L.P.

	By:	/s/ Linda H. Hanauer
	Name: Linda H. Hanauer
	Title: Authorized Signatory or Member

Dated: February 14, 2007	VENROCK ENTREPRENEURS FUND, L.P.

	By:	/s/ Linda H. Hanauer
	Name: Linda H. Hanauer
	Title: Authorized Signatory or Member