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Form 4 SUNESIS PHARMACEUTICALS For: Jul 24 Filed by: Swisher Daniel N JR

July 28, 2015 9:53 PM EDT
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 *
Swisher Daniel N JR
(Last) (First) (Middle)
C/O SUNESIS PHARMACEUTICALS, INC.
395 OYSTER POINT BLVD., STE. 400
(Street)
SOUTH SAN FRANCISCO CA 94080
(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 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2015
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)
Code V Amount (A) or (D) Price
Common Stock 07/24/2015   X   22,210 A $ 1.32 151,346 I See footnote (1)
Common Stock 07/24/2015   S (2)   8,477 D $ 3.4585 142,869 I See footnote (1)
Common Stock 07/24/2015   X   11,105 A $ 1.32 153,974 I See footnote (1)
Common Stock 07/24/2015   S (3)   4,238 D $ 3.4585 149,736 I See footnote (1)
Common Stock 07/24/2015   P   25,000 A $ 1.0183 174,336 I See footnote (1)
Common Stock               179,510 (4) D  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $ 1.32 07/24/2015   X     22,210 04/03/2009 04/03/2016 Common Stock 22,210 $ 0 0 I See footnote (1)
Warrant (right to buy) $ 1.32 07/24/2015   X     11,105 10/30/2009 10/30/2016 Common Stock 11,105 $ 0 0 I See footnote (1)
Explanation of Responses:
1. The shares are held by the Swisher Revocable Trust for which reporting person is the Trustee.
2. On July 24, 2015, the reporting person exercised a warrant to purchase 22,210 shares of SNSS common stock for $1.32 a share. The reporting person paid the exercise price on a cashless basis, resulting in SNSS's withholding of 8,477 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 13,733 shares.
3. On July 24, 2015, the reporting person exercised a warrant to purchase 11,105 shares of SNSS common stock for $1.32 a share. The reporting person paid the exercise price on a cashless basis, resulting in SNSS's withholding of 4,238 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 6,867 shares.
4. The number of shares includes 3,686 shares that the reporting person acquired from an ESPP purchase on 5/29/15.
/s/ David Tucker (Attorney-in-Fact) 07/28/2015
** 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).
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.

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