SEC FORM 4

SEC Form 4

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^*

HURWITZ EDWARD

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2009

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	$0.22	10/30/2009		P		152,576⁽¹⁾⁽²⁾		⁽¹⁾⁽²⁾	⁽³⁾	Common Stock	1,525,760	$2.2	457,728	I	See footnotes⁽⁴⁾⁽⁵⁾
Series A Preferred Stock	$0.22	10/30/2009		P		10,246⁽¹⁾⁽²⁾		⁽¹⁾⁽²⁾	⁽³⁾	Common Stock	102,460	$2.2	30,739	I	See footnotes⁽⁴⁾⁽⁶⁾
Series A Preferred Stock	$0.22	10/30/2009		P		3,760⁽¹⁾⁽²⁾		⁽¹⁾⁽²⁾	⁽³⁾	Common Stock	37,600	$2.2	11,280	I	See footnotes⁽⁴⁾⁽⁷⁾
Common Stock Purchase Warrant	$0.22	10/30/2009		P		1,525,760		10/30/2009	10/30/2016	Common Stock	1,525,760	$0.125	1,525,760	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock Purchase Warrant	$0.22	10/30/2009		P		102,460		10/30/2009	10/30/2016	Common Stock	102,460	$0.125	102,460	I	See footnotes⁽⁴⁾⁽⁶⁾
Common Stock Purchase Warrant	$0.22	10/30/2009		P		37,600		10/30/2009	10/30/2016	Common Stock	37,600	$0.125	37,600	I	See footnotes⁽⁴⁾⁽⁷⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, which had an issue price of $2.20 per share, is initially convertible into ten (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 date of the earlier of (i) the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation of the Issuer) or (ii) January 24, 2011.

2. 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 Series A Preferred Stock; (ii) the date, following the closing of a qualifyng alternative common stock financing (as defined in the applicable Certificate of Designation of the Issuer), 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 of the Issuer).

3. The Series A Preferred stock has no expiration.

4. Alta BioPharma Management III, LLC ("ABMIII") is the general partner of Alta BioPharma Partners III, L.P. ("ABPIII") and the managing limited partner of Alta BioPhama Partners III (GmbH & Co. Beteiligungs KG ("ABPIIIKG"). Jean Deleage, Farah Champsi, Edward Penhoet, and Edward Hurwitz are directors of ABMIII and manager of Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII" and, along with ABMIII and ABPIIIKG, the "Funds") and exercise shared voting and investment power with respect to the securities held by the funds. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein.

5. These securities are held by ABPIII.

6. These securities are held by ABPIIIKG.

7. These securities are held by AEBPIII.

	/s/ Edward Hurwitz	11/03/2009
	** 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).
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