-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ReZdLRWz2un7Fd8AjmXChaaeh71jU8U3221yJgKvq0WC2iScXHJrDWWtkqzhFBBv MnTbOU6Q29oa1b4iWd5mww== 0001104659-05-045831.txt : 20050927 0001104659-05-045831.hdr.sgml : 20050927 20050927073203 ACCESSION NUMBER: 0001104659-05-045831 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050927 FILED AS OF DATE: 20050927 DATE AS OF CHANGE: 20050927 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUNESIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001061027 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943295878 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wells James A CENTRAL INDEX KEY: 0001321448 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51531 FILM NUMBER: 051104037 BUSINESS ADDRESS: BUSINESS PHONE: 650-343-5656 MAIL ADDRESS: STREET 1: 1341 COLUMBUS AVENUE CITY: BURLINGAME STATE: CA ZIP: 94010 3 1 a3.xml 3 X0202 3 2005-09-27 0 0001061027 SUNESIS PHARMACEUTICALS INC SNSS 0001321448 Wells James A C/O SUNESIS PHARMACEUTICALS, INC. 341 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO CA 94080 1 0 0 0 Common Stock 1375000 D Common Stock 10000 I By Reporting Person as UTMA custodian for son. Warrant (right to buy) 1.00 2008-04-08 Common Stock 100000 D Non-Qualified Stock Option (right to buy) 0.60 2011-09-18 Common Stock 166666 D Non-Qualified Stock Option (right to buy) 0.60 2011-09-18 Common Stock 73334 D Non-Qualified Stock Option (right to buy) 0.60 2013-04-15 Common Stock 166666 D Non-Qualified Stock Option (right to buy) 0.60 2013-04-15 Common Stock 33334 D Non-Qualified Stock Option (right to buy) 0.60 2014-06-23 Common Stock 80000 D Warrant is immediately exercisable for up to 100,000 shares of common stock. 100% of the shares subject to the option are fully vested and exercisable. 100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as shares vest according to the following schedule: 1/24th of the shares subject to the option will vest monthly over two years commencing on April 7, 2004, such that 100% of the shares subject to the option will be fully vested on April 7, 2006. 100% of the shares subject to the option are immediately exercisable. However, all unvested shares of common stock underlying the option are subject to a right of repurchase held by the Issuer, which right of repurchase will lapse as shares vest according to the following schedule: 25% of the shares subject to the option will vest on June 24, 2005 and 1/48th of the shares will vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on June 24, 2008. /s/ Daryl B. Winter as attorney-in-fact for James Wells 2005-09-27 EX-24 2 ex-24.htm EX-24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes Daryl B. Winter, Ph.D., Eric H. Bjerkholt or Vickie Chou of Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or stockholder of the Company, Forms 3, 4 and 5, and any Amendments thereto, and cause such form(s) to be filed with the United States Securities and Exchange Commission pursuant to Section 16(a) of the Securities Act of 1934, relating to the undersigned’s beneficial ownership of securities in the Company. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney’s-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8^th day of September, 2005.

	/s/ James A. Wells
	James A. Wells

-----END PRIVACY-ENHANCED MESSAGE-----