-----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, R8L2x9fcpjXt1CNi5PCT7tKvM13gCbsyGuyMt5u+LzWOPbhERtbFxULXuZQpAMPP iJHzk9hd3q0rGZt9UDZzsQ== 0001209191-09-050759.txt : 20091103 0001209191-09-050759.hdr.sgml : 20091103 20091103192858 ACCESSION NUMBER: 0001209191-09-050759 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091030 FILED AS OF DATE: 20091103 DATE AS OF CHANGE: 20091103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bay City Capital Fund V, L.P. CENTRAL INDEX KEY: 0001401826 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51531 FILM NUMBER: 091155968 BUSINESS ADDRESS: STREET 1: 750 Battery Street STREET 2: Suite 400 CITY: San Francisco STATE: CA ZIP: 94111 MAIL ADDRESS: STREET 1: 750 Battery Street STREET 2: Suite 400 CITY: San Francisco STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUNESIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001061027 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943295878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 395 OYSTER POINT BOULEVARD STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-266-3500 MAIL ADDRESS: STREET 1: 395 OYSTER POINT BOULEVARD STREET 2: SUITE 400 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: BAY CITY CAPITAL LLC CENTRAL INDEX KEY: 0001288452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51531 FILM NUMBER: 091155970 BUSINESS ADDRESS: STREET 1: 750 BATTERY STREET STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156763830 MAIL ADDRESS: STREET 1: 750 BATTERY STREET STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: BAY CITY CAPITAL FUND LLC DATE OF NAME CHANGE: 20040423 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bay City Capital Fund V Co-Investment Fund LP CENTRAL INDEX KEY: 0001409813 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51531 FILM NUMBER: 091155967 BUSINESS ADDRESS: STREET 1: 750 Vattery Street STREET 2: Suite 400 CITY: San Francisco STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 676-3830 MAIL ADDRESS: STREET 1: 750 Vattery Street STREET 2: Suite 400 CITY: San Francisco STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bay City Capital Management V LLC CENTRAL INDEX KEY: 0001461543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51531 FILM NUMBER: 091155969 BUSINESS ADDRESS: STREET 1: 750 BATTERY STREET, SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-676-3830 MAIL ADDRESS: STREET 1: 750 BATTERY STREET, SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 4 1 c91843_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2009-10-30 0001061027 SUNESIS PHARMACEUTICALS INC SNSS 0001288452 BAY CITY CAPITAL LLC 750 BATTERY STREET SUITE 400 SAN FRANCISCO CA 94111 0 0 1 0 0001461543 Bay City Capital Management V LLC 750 BATTERY STREET SUITE 400 SAN FRANCISCO CA 94111 0 0 1 0 0001401826 Bay City Capital Fund V, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO CA 94111 0 0 1 0 0001409813 Bay City Capital Fund V Co-Investment Fund LP 750 BATTERY STREET SUITE 400 SAN FRANCISCO CA 94111 0 0 1 0 Series A Preferred Stock 0.22 2009-10-30 4 P 0 326936 2.20 A Common Stock 3269360 980809 D Series A Preferred Stock 0.22 2009-10-30 4 P 0 6230 2.20 A Common Stock 62300 18690 D Common Stock Purchase Warrant 0.22 2009-10-30 4 P 0 3269360 0.125 A 2009-10-30 2016-10-30 Common Stock 3269360 3269360 D Common Stock Purchase Warrant 0.22 2009-10-30 4 P 0 62300 0.125 A 2009-10-30 2016-10-30 Common Stock 62300 62300 D Each share of Series A Preferred Stock is initially convertible into 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 earlier of (i) one day following the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation) or (ii) January 24, 2011. 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 the Series A Preferred Stock; (ii) the date, following the closing of a qualifying alternative common stock financing (as defined in the applicable Certificate of Designation), 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). Not applicable. Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") are deemed to be a "group" for the purpose of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaim beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaim beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. Signed by Carl Goldfischer, Managing Director of BCC for itself, for and on behalf of Management V in its capacity as manager thereof, and for and on behalf of Fund V and Co-Investment V in its capacity as manager of Management V, the general partner of Fund V and Co-Investment V. /s/ Carl Goldfischer 2009-11-03 -----END PRIVACY-ENHANCED MESSAGE-----