FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SUNESIS PHARMACEUTICALS INC [ SNSS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 09/30/2005 | C(1) | 1,442,595(2) | A | $0.00(1) | 1,442,595(2) | I | See Footnotes(3)(5)(6) | ||
Common Stock | 09/30/2005 | C(1) | 934,127(2) | A | $0.00(1) | 934,127(2) | I | See Footnotes(4)(5)(6) | ||
Common Stock | 09/30/2005 | P(8) | 445,000 | A | $7 | 1,379,127 | I | See Footnotes(4)(5)(6) | ||
Common Stock | 2(2) | I | By Daughter | |||||||
Common Stock | 2(2) | I | By Son |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Series B Preferred Stock | (1) | 09/30/2005 | C(1) | 1,326,617(2) | (7) | (7) | Common Stock | 1,442,595(2) | $0.00 | 0 | I | See Footnotes(3)(5)(6) | |||
Series C Preferred Stock | (1) | 09/30/2005 | C(1) | 473,531(2) | (7) | (7) | Common Stock | 934,127(2) | $0.00 | 0 | I | See Footnotes(4)(5)(6) |
Explanation of Responses: |
1. All outstanding shares of Preferred Stock were automatically converted into shares of Common Stock upon the closing of the Issuer's Initial Public Offering ("IPO"). |
2. Reflects a reverse stock split that occurred in connection with the Issuer's IPO. |
3. Shares held by Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership. |
4. Shares held by Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership, and two affiliated partnerships (collectively, "WPEP"). |
5. 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. |
6. 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 owned by WPEP. Each of WPP LLC, WP and WP LLC disclaim beneficial ownership of all shares of the Common Stock that will be owned by WPEP, except to the extent of any indirect pecuniary interest therein. |
7. Shares of Preferred Stock were convertible into shares of Common Stock at any time and had no expiration date. |
8. WPEP purchased an additional 445,000 shares of Common Stock in connection with the Issuer's IPO. |
Daryl B. Winter, as attorney-in-fact for Jonathan S. Leff | 10/04/2005 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |