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^*

Pomerantz Roger

(Last)

(First)

(Middle)

C/O VIRACTA THERAPEUTICS, INC.

2533 S COAST HWY 101, SUITE 210

(Street)

CARDIFF

92007

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2021

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

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

X	Director	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)

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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	144,547	$0.00	D
Stock Option (Right to Buy)	⁽²⁾	07/27/2030	Common Stock	65,379	$1.26	D
Stock Option (Right to Buy)	⁽³⁾	09/13/2030	Common Stock	65,379	$1.26	D
Stock Option (Right to Buy)	⁽⁴⁾	01/08/2031	Common Stock	72,240	$3.58	D

Explanation of Responses:

1. One-eighth (1/8th ) of the RSU Award will vest on November 25, 2021 (the "First Vesting Date"), and one-sixteenth (1/16th ) of the RSU Award will vest each Quarterly Vesting Date (as defined below) after the First Vesting Date, in each case subject to the reporting person continuing to be a Service Provider (as defined in the Viracta Subsidiary, Inc. 2016 Equity Incentive Plan, the "Plan") through the applicable vesting date. For the purposes of the foregoing, "Quarterly Vesting Date" means February 25, May 25, August 25,and November 25 of each year.

2. Twenty-five percent (25%) of the shares subject to the Option shall vest on the one (1) year anniversary of July 27, 2020 (the "Vesting Commencement Date"), and one forty-eighth (1/48th ) of the total shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the reporting person continuing to be a Service Provider (as defined in the Plan) through each such date. Notwithstanding the foregoing and anything to the contrary in the Plan, in the event a Change in Control (as such term is defined in the Plan) of the Company occurs while reporting person is a Service Provider of the Company, one hundred percent (100%) of the unvested shares subject to the Option shall vest and become immediately exercisable.

3. Twenty-five percent (25%) of the shares subject to the Option shall vest on the one (1) year anniversary of September 13, 2020 (the "Vesting Commencement Date"), and one forty-eighth (1/48th ) of the total shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the reporting person continuing to be a Service Provider (as defined in the Plan) through each such date. Notwithstanding the foregoing and anything to the contrary in the Plan, in the event a Change in Control (as such term is defined in the Plan) of the Company occurs while reporting person is a Service Provider of the Company, one hundred percent (100%) of the unvested shares subject to the Option shall vest and become immediately exercisable.

4. One forty-eighth (1/48th ) of the Shares subject to the Option shall vest on February 28, 2021, and one forty-eighth (1/48th ) of the total Shares subject to the Option shall vest each month thereafter on the last day of such month, subject to the reporting person continuing to be a Service Provider (as defined in the Company's 2016 Equity Incentive Plan) through each such date.

Remarks:

Exhibit 24: Power of Attorney

	/s/ Michael Mueller, as Attorney-in-Fact	02/24/2021
	** 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.
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.