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^*

EVNIN ANTHONY B

(Last)

(First)

(Middle)

C/O VENROCK ASSOCIATES

30 ROCKEFELLER PLAZA, ROOM 5508

(Street)

NEW YORK

10112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2005

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

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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	199,363	⁽²⁾	I	By Fund⁽³⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	264,272	⁽²⁾	I	By Fund⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	104,538	⁽⁵⁾	I	By Fund⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	150,433	⁽⁵⁾	I	By Fund⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	13,420	⁽⁵⁾	I	By Fund⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	108,129	⁽⁷⁾	I	By Fund⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	155,600	⁽⁷⁾	I	By Fund⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	10,989	⁽⁷⁾	I	By Fund⁽⁶⁾

Explanation of Responses:

1. Shares of Preferred Stock are convertible into Common Stock at any time and have no expiration date. All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

2. Each share of Series A Preferred Stock will automatically convert into Common Stock on a 1-for-1 basis.

3. Securities held of record by Venrock Associates, a limited partnership of which Anthony B. Evnin is a General Partner. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

4. Securities held of record by Venrock Associates II, L.P., a limited partnership of which Anthony B. Evnin is a General Partner. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

5. Each share of Series B Preferred Stock will automatically convert into Common Stock on a 1.087428-for-1 basis.

6. Securities held of record by Venrock Entrepreneurs Fund, L.P., a limited partnership of which Venrock Management LLC is the General Partner. Anthony B. Evnin is a Member of Venrock Management LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

7. Each share of Series C Preferred Stock will automatically convert into Common Stock on a 1.972685-for-1 basis.

Remarks:

	Anthony B. Evnin	09/27/2005
	** 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 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.
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