SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LEFF JONATHAN S

(Last)

(First)

(Middle)

C/O SUNESIS PHARMACEUTICALS, INC.

341 OYSTER POINT BOULEVARD

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2005

3. Issuer Name and Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC [ SNSS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10	I	By Daughter
Common Stock	10	I	By Son

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,961,540	$0.00	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,771,000	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Each share of preferred stock will be converted into common stock upon the closing of the Issuer's initial public offering (the "IPO"), at a conversion rate to be determined immediately prior to the closing of such offering. The shares will not expire.

2. These shares are held by Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership.

3. These shares are held by Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership, and two affiliated partnerships (together, "WPEP").

4. Warburg Pincus Partners LLC, a New York limited liability company ("WPP LLC") and a subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"), is the general partner of WPEP. WPEP is managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC"). The reporting person is a general partner of WP and a managing director and member of WP LLC, and therefore, may be deemed to have an indirect pecuniary interest over these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of WPEP, WPP LLC, WP and WP LLC may be deemed to be the beneficial owner of all of the shares of Common Stock that will be owned by WPEP following the IPO. Each of WPP LLC, WP and WP LLC disclaim beneficial ownership of all shares of the Common Stock that will be owned by WPEP following the IPO, except to the extent of any indirect pecuniary interest therein.

	/s/ Daryl B. Winter as attorney-in-fact for Jonathan Leff	09/27/2005
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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