Sunesis Pharmaceuticals, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
867328 60 1
|
(CUSIP Number)
|
December 31, 2015
|
(Date of Event Which Requires Filing of this Statement)
|
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
|
NAME OF REPORTING PERSON
Biotechnology Value Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
6,226,952 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
6,226,952 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,226,952 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0% (1)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Biotechnology Value Fund II, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
1,218,654 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
1,218,654 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,218,654 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% (1)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
Biotechnology Value Trading Fund OS LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
429,814 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
429,814 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,814 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1% (1)
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
BVF Partners OS Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
429,814 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
429,814 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,814 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1% (1)
|
||
12
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
BVF Partners L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
8,902,230 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
8,902,230 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,902,230 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98% (1)
|
||
12
|
TYPE OF REPORTING PERSON
PN, IA
|
1
|
NAME OF REPORTING PERSON
BVF Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
8,902,230 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
8,902,230 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,902,230 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98% (1)
|
||
12
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Mark N. Lampert
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
6
|
SHARED VOTING POWER
8,902,230 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0 shares
|
||
8
|
SHARED DISPOSITIVE POWER
8,902,230 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,902,230 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98% (1)
|
||
12
|
TYPE OF REPORTING PERSON
IN
|
Item 1(a).
|
Name of Issuer:
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
Item 2(a).
|
Name of Person Filing
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
Item 2(c).
|
Citizenship
|
Item 2(d).
|
Title of Class of Securities:
|
Item 2(e).
|
CUSIP Number:
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
/x/
|
Not applicable.
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
(b)
|
/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
|
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(c)
|
/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
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(d)
|
/ /
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Investment company registered under Section 8 of the Investment Company Act.
|
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(e)
|
/ /
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
(f)
|
/ /
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
(g)
|
/ /
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
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(h)
|
/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
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(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
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(j)
|
/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
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(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
Item 4.
|
Ownership
|
|
(a)
|
Amount beneficially owned:
|
|
Effective on December 31, 2015, the Reporting Persons held 17,500 Series B Preferred shares convertible for an aggregate of approximately 17,500,000 shares of Common Stock (the “Series B Preferred”). The Series B Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), more than 9.98% of the number of shares of Common Stock then issued and outstanding. As of December 31, 2015, the Series B Preferred conversion limitation described in the prior sentence limits the aggregate conversion of Series B Preferred by the Reporting Persons to 4,124,849 out of the 17,500,000 shares of Common Stock underlying the Series B Preferred owned by the Reporting Persons in the aggregate.
|
|
In providing beneficial ownership described herein, the Reporting Persons have assumed the 4,124,849 shares of the Series B Preferred owned by BVF would be converted which would bring the Reporting Persons to the aggregate 9.98% limitation, and the remaining 13,375,151 shares of Series B Preferred owned by the Reporting Persons in the aggregate would not be converted due to the 9.98% limitation.
|
|
The Reporting Persons may choose to convert the Series B Preferred in other amounts among the Reporting Persons, while continuing to comply with the aggregate 9.98% limitation.
|
|
As of the close of business on December 31, 2015 (i) BVF beneficially owned 6,226,952 shares of Common Stock, including 4,124,849 shares of Common Stock issuable upon the conversion of Series B Preferred held by it, and excluding 3,622,151 shares of Common Stock issuable upon the conversion of Series B Preferred held by it (ii) BVF2 beneficially owned 1,218,654 shares of Common Stock, excluding 4,471,000 shares of Common Stock issuable upon the conversion of Series B Preferred held by it and (iii) Trading Fund OS beneficially owned 429,814 shares of Common Stock, excluding 1,421,000 shares of Common Stock issuable upon the conversion of Series B Preferred held by it.
|
|
Partners OS as the general partner of Trading Fund OS may be deemed to beneficially own the 429,814 shares of Common Stock beneficially owned by Trading Fund OS.
|
|
Partners, as the general partner of BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 8,902,230 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and certain Partners management accounts (the “Partners Management Accounts”), including 1,026,810 shares of Common Stock held in the Partners Management Accounts, excluding 3,861,000 shares of Common Stock issuable upon the conversion of Series B Preferred held within the Partners Management Accounts.
|
|
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 8,902,230 shares of Common Stock beneficially owned by Partners.
|
|
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 8,902,230 shares of Common Stock beneficially owned by BVF Inc.
|
|
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Partners OS disclaims beneficial ownership of the shares of Common Stock beneficially owned by Trading Fund OS. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners Management Accounts, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
|
|
(b)
|
Percent of class:
|
|
The following percentages are based on 85,032,084 shares of Common Stock outstanding as disclosed in the Issuer’s Prospectus Supplement filed on Form 424B5 with the Securities and Exchange Commission on December 17, 2015 and assumes the additional issuance of shares on the conversion of the Series B Preferred.
|
|
As of the close of business on December 31, 2015 (i) BVF beneficially owned approximately 7.0% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 1.4% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding shares of Common Stock (iv) Partners OS may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.98% of the outstanding shares of Common Stock (approximately 1.2% of which is held in the Partners Management Accounts).
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
See Cover Pages Items 5-9.
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
See Cover Pages Items 5-9.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
See Cover Pages Items 5-9.
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
See Cover Pages Items 5-9.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certifications.
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
||||
|
BVF INC.
|
|||
By:
|
BVF Partners L.P., its general partner
|
|
||
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
|||
By:
|
/s/ Mark N. Lampert
|
President
|
||
Mark N. Lampert
|
||||
President
|
|
|||
|
||||
|
MARK N. LAMPERT
|
|||
BIOTECHNOLOGY VALUE FUND II, L.P.
|
||||
|
/s/ Mark N. Lampert
|
|||
By:
|
BVF Partners L.P., its general partner
|
|||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|
||||
BVF PARTNERS L.P.
|
||||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|
BVF PARTNERS OS LTD.
|
||||
By:
|
BVF Partners L.P., its sole member
|
|||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|
||||
BIOTECHNOLOGY VALUE TRADING FUND OS LP
|
||||
By:
|
BVF Partners L.P., its investment manager
|
|||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
||||
|
BVF INC.
|
|||
By:
|
BVF Partners L.P., its general partner
|
|
||
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
|||
By:
|
/s/ Mark N. Lampert
|
President
|
||
Mark N. Lampert
|
||||
President
|
|
|||
|
||||
|
MARK N. LAMPERT
|
|||
BIOTECHNOLOGY VALUE FUND II, L.P.
|
||||
|
/s/ Mark N. Lampert
|
|||
By:
|
BVF Partners L.P., its general partner
|
|||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|
||||
BVF PARTNERS L.P.
|
||||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|
BVF PARTNERS OS LTD.
|
||||
By:
|
BVF Partners L.P., its sole member
|
|||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|
||||
BIOTECHNOLOGY VALUE TRADING FUND OS LP
|
||||
By:
|
BVF Partners L.P., its investment manager
|
|||
By:
|
BVF Inc., its general partner
|
|||
|
||||
By:
|
/s/ Mark N. Lampert
|
|||
Mark N. Lampert
|
||||
President
|